Annual Report and Accounts 2024
Delivering
today,
building
our future
Carr’s Group plc Annual Report and Accounts 2024
Carr’s Group has operated a
business model for many years
empowering its operating
subsidiaries to becompetitive and
effective in their chosen markets.
Governance
68 Corporate Governance Report
88 Nomination Committee Report
92 Audit and Risk Committee Report
96 Remuneration Committee Report
120 Directors’ Report
Financial Statements
128 Independent Auditor’s Report
140 Consolidated Income Statement
141 Consolidated Statement of
Comprehensive Income
142 Consolidated and Company
BalanceSheets
144 Consolidated Statement of
Changesin Equity
145 Company Statement of
ChangesinEquity
146 Consolidated and Company
Statements of Cash Flows
147 Principal Accounting Policies
156 Notes to the Financial Statements
209 Five-Year Statement
211 Alternative Performance
MeasuresGlossary
213 Directory of Operations
214 Dormant Subsidiaries at
31 August 2024
215 Registered Office and Advisers
Overview
01 Highlights
02 At a Glance
Strategic Report
06 Chair’s Statement
08 Strategy
10 Agriculture: Our Markets
12 Agriculture: Business Model
14 Agriculture: Meet the Team
16 Our Values
17 Our Culture
18 Chief Executive’s Review
20 Financial Review
26 Key Performance Indicators
28 Principal Risks and Uncertainties
32 Viability Statement
33 Sustainability and Impact Report
46 TCFD Disclosures
65 Non-Financial and Sustainability
Information Statement
Global agriculture remains an attractive
long- term market and the improvements
wehave made to our business model this
year putCarr’s in a position to deliver growth
andvalue for shareholders."
David White
Chief Executive Officer
WHO WE ARE
Carr's Group plc | Annual Report and Accounts 2024
Strategic
progress
Laying foundations for the future
Financial (Continuing Operations)
For the Year Ended 2024
Revenue
-7.5%
£75.7m
Adjusted Operating Profit
-23.8%
£2.2m
Reported Operating Loss
-680.1%
£(6.8)m
Adjusted Profit
Before Tax
-15.1%
£2.5m
Reported Loss
Before Tax
-737. 2%
£(6.5)m
Dividend Per Share
No movement on
prior year figure
5.2p
Adjusted Earnings
Per Share
+4%
2.6p
Basic Loss
Per Share
-380.0%
(4.8)p
Carr's Group plc | Annual Report and Accounts 2024
Overview Strategic Report Corporate Governance Financial Statements
01
FY24 HIGHLIGHTS
AT A GLANCE
Founded on market-leading
brands, patented technology
and operational know-how, both
the Engineering and Agriculture
Divisions have thrived in their
own sectors over many years.
Industry-leading
specialists
Carr's Group plc | Annual Report and Accounts 2024
02
Our Mission
To deliver research-based products
that provide optimal performance
and livestock profitability allowing
farms toproduce safe, healthy and
sustainable food.
During FY24, the Board reviewed
the organisation, composition and
performance of the Group and
concluded that shareholder value would
be optimised by exploring options
for the disposal of the Engineering
Division. The sale process is ongoing
and progressing positively. Completion
of that process will leave the Group fully
focused on improving performance
and delivering growth in the Agriculture
Division. The strategic review in this
report reflects these developments
instrategy.
The sale process that was in progress
at the year-end for the Engineering
Division means that the assets and
activities of that business meet the
criteria for classification as "Held for
Sale" or "Discontinued" in accordance
with IFRS 5. As such, the impact of these
activities is excluded from the detail
of the primary statements with the net
impact reflected under "Discontinued
Operations".
Agriculture Locations*
4
USA
3
UK
1
Germany
Engineering Locations
2
USA
4
UK
1
Germany
Revenue
£60.1m
Adjusted Operating Profit
£7. 2 m
Adjusted Operating Profit
£4.7m
Revenue
£88.0m
Engineering
Agriculture
What We Do
Manufacture and sell a specialist
rangeof livestock supplements
delivered through block, bolus
and bagged mineral formats.
What Makes Us Different
1. We are a global specialist in
livestock supplements for extensive,
grazing-based customers
2. Patented and research-backed
products
3. We have a strategically located
operational footprint with local
salesexecution
**
**
Carr's Group plc | Annual Report and Accounts 2024
Overview Strategic Report Corporate Governance Financial Statements
03
Because forages are not enough,
Crystalyx
®
nutrition solutions help
maximise your herd's potential
and your profits."
* At the date of this report.
** Including Afgritech LLC.
Seizing
opportunities,
innovating
solutions
Carr's Group plc | Annual Report and Accounts 2024
04
Seizing
opportunities,
innovating
solutions
Strategic Report
06 Chair's statement
08 Strategy
10 Agriculture: Our Markets
12 Agriculture: Business Model
14 Agriculture: Meet the Team
16 Our Values
17 Our Culture
18 Chief Executive’s Review
20 Financial Review
26 Key Performance Indicators
28 Principal Risks and Uncertainties
32 Viability Statement
33 Sustainability and Impact Report
46 TCFD Disclosures
65 Non-Financial and Sustainability
Information Statement
Carr's Group plc | Annual Report and Accounts 2024
Overview Strategic Report Corporate Governance Financial Statements
05
CHAIR'S STATEMENT
A platform
for the future
Review of the Year
In last year’s review, I wrote about the sense of renewed purpose and optimism I felt at
that time and I’m pleased that this positive outlook seems to have been well founded.
I can report good progress in advancing
the Company’s strategy (on which more
details are provided below) and we
have a refreshed leadership team which
is overseeing the development of the
Company that our shareholders should
expect, notably with an audit completed
on time and dividend levels maintained
and paid as expected. At the same time,
trading has not been without challenge
in the Agriculture Division with weather
and the USA beef cycle both still
forming headwinds. This is balanced
against actions we have taken with
new leadership teams in the UK and
USA reducing our operating costs and
reinvigorating our marketing machine,
all of which provides a foundation for
growth for that business.
I have visited our Agricultural
manufacturing sites in Ayrshire,
Cumbria and Suffolk in the UK and in
South Dakota and Tennessee in the
USA and I have been pleased to see
the professionalism and enthusiasm
of our staff alongside the production
of products which are clearly meeting
market demand.
I have also visited each of our
Engineering businesses in the UK,
Germany and the USA, all of which
impressed me with their own market-
leading products, technical capabilities
and excellent people. There are
longer-term opportunities in the nuclear
engineering sector in particular and I
expect continued success for these
teams under new ownership.
Strategic Progress
At our interim results update in April,
we announced that we would explore
options to maximise the value of our
Engineering Division. It had become
clear to the Board that managing two
distinct divisions, both containing
multiple business strands, is a costly
and time-consuming exercise for the
central management team and that this
operating model was not optimal for the
Group in its existing state. The future
prospects of the Engineering Division
made this the right time to consider a
disposal of that business, and our focus
is to ensure that this delivers optimal
value for shareholders.
Our immediate focus in Agriculture has
been to prepare that business for future
growth in our core markets. Our strategy
of Focus, Improve, Deliver has led to
significant changes in both the divisional
leadership team (some of whom you
can read more about on pages 14 and
15) and in the businesses which will
form part of the Group going forward.
These changes bring renewed focus
on our market-leading brands, climate
and animal welfare, and our outstanding
people, all of which will continue to be
key to the Group’s success.
These changes have allowed us to
genuinely integrate our businesses
across the Agriculture Division – sharing
best practices, developing customer
relationships, innovating products,
effectively managing costs, optimising
productivity and developing our people
– and provide the foundation for growth
in existing and new markets as demand
for sustainable meat and dairy continues
to grow across the globe.
Dividend
The Board is proposing a final dividend
of 2.85 pence per share which, together
with the interim dividend paid, makes a
total dividend of 5.20 pence per share
for the full year, in line with the prior year
(2023: 5.20 pence).
Subject to approval by shareholders at
the AGM of the Company expected to
take place in February 2025, the final
dividend will be paid on 10 March 2025,
to shareholders on the register at close
of business on 24 January 2025 and
the shares will go ex-dividend on
23 January 2025.
Board
As noted in last year’s Annual Report and
Accounts, Gillian Watson joined the Board
as Non-Executive Director on 9 October
2023 and subsequently succeeded
John Worby as Senior Independent
Director. John retired from the Board
on31 October 2023 after nearly nine
years of service for which we are grateful.
On8October 2024, Ian Wood retired
from the Board after nine years of service,
for which he is also warmly thanked. Ian
had been Chair of the Remuneration
Committee until stepping down in the
summer to ensure an orderly handover
prior to his retirement from the Board.
Fiona Rodford has taken on this role with
effect from 31 July 2024 having joined the
Board as a Non-Executive Director on 20
February 2024.
David White was appointed by the Board
as Chief Executive Officer with effect from
17 November 2023, succeeding Peter
Page who stepped down from the Board
at that date. We thank Peter for his efforts
during his time with the Group. David
joined the Group in January 2023 and
joined the Board as Chief Financial Officer
on 21February2023.
06
Carr's Group plc | Annual Report and Accounts 2024
Company Secretary and Legal Director
Matthew Ratcliffe left the Group on 22
September 2023 to take up a new role
and was succeeded by Justin Richards
who joined us on 25 September 2023.
Martin Rowland’s 12-month tenure as
Executive Director of Transformation
ended, as planned, on 12 November
2024, following which Martin was
re-appointed as a Non-Executive
Director as a representative of Harwood
Capital Management Limited (“Harwood”)
pursuant to a relationship agreement
between the Company and Harwood.
Following the year end, Shelagh
Hancock also intimated her desire
to step down from her role as Non-
Executive Director to allow her to
focus on her role as Chief Executive
Officer at First Milk. Shelagh has
brought expansive knowledge of the
UK agriculture sector to the Board and
her input into our Agriculture Division
strategy was especially welcome.
Shelagh will step down from the Board
on 31 December 2024. We thank
Shelagh for her commitment and wish
her well in her future endeavours.
Further details of Board and Committee
membership during FY24 can be found
in the Nomination Committee Report on
pages 88 to 91 (inclusive).
Stakeholder Engagement and
Statement on Section 172 of the
Companies Act 2006
Stakeholder engagement is an
important aspect of our business.
Section 172 of the Companies Act
2006 requires the Directors to promote
the success of the Company for the
benefit of all members, having regard
to the interests of stakeholders in their
decision-making. Directors understand
the importance of considering the
views of stakeholders and the impact
of the Company’s activities on local
communities, the environment, including
climate change, and the Group’s
reputation. To find out more about how
stakeholders were taken into account
in decision-making please see below
and pages 82 to 87 (inclusive) which
includes our Section 172 statement.
On 20 February 2024 we held our AGM
to, amongst other matters, approve
the FY23 Annual Report and Accounts.
Details of the voting at the AGM can be
found on our website www.carrsgroup-
ir.com. We remain committed to
shareholders having access to the Chair
and other Directors, so we can benefit
from the challenges and exchange of
views that constructive dialogue brings.
The Board is happy to engage with
shareholders at any time on a one to
one level and proactively engage with
shareholders to keep them up to date
when appropriate to do so.
Sustainability and Impact
The Group’s governance structure
helps to ensure that the Board is well
informed on environmental, social and
governance matters. The Green Teams
at our sites have taken actions to help
reduce our impact on the environment
and our emissions data capture has
taken some small steps into Scope 3
(asnoted in our SECR reporting on page
35 and 36). Further details can be found
on pages 34 to 36 (inclusive).
Through our operations in different
sectors we positively contribute to
global efforts to reduce the impact on
the environment. Our involvement in
the nuclear industry contributes to the
global demand for sustainable power
businesses, and our Agriculture product
range not only enhances animals’
welfare and the conversion by those
animals of protein which is inedible
to humans – grass – into meat and
dairy proteins but complements
forage-based nutrition systems
which play such a crucial role
in carbon sequestration, soil’s
ability to retain water and
biodiversity. On the social front,
we have continued to support
local communities, not just
financially but also through training
and development through our
apprenticeship programmes. By
highlighting our positive impacts,
improving employee engagement,
promoting our responsible
business policies and practices
and bolstering our social
initiatives, we can further
solidify our position as a
responsible and forward-
thinking Group. Further
details can be found
on pages 33 to 45 (inclusive).
People
The Board recognises that the Group’s
strategic intent has created uncertainty
for some colleagues and we are
extremely grateful for the continuing
commitment shown by everyone during
the year. The future success of the
Group relies, as ever, on the support
and talents of our people and the Board
is committed to nurturing the talent we
have across the business.
Outlook
The Group remains committed to
optimising value for our shareholders, and
completion of a successful sale of the
Engineering Division will be an important
step in doing so. In the Agriculture
Division, we are now fully focused
on leveraging our market-leading
products, increasing efficiencies across
our operations, advancing our positive
impact on the environment and delivering
exceptional value to ourcustomers.
Tim Jones
Non-Executive Chair
11 December 2024
Overview Strategic Report Corporate Governance Financial Statements
07
Carr's Group plc | Annual Report and Accounts 2024
Shaping
our
future
STRATEGY
Carr's Group plc | Annual Report and Accounts 2024
08
1 2 3
Expand into
new extensive,
grazing-
based growth
geographies
Improve
operating
margin across
Agriculture
portfolio
Deliver
profitable
commercial
growth in
thecore feed
block business
Our strategy is to drive shareholder returns and growth
by leveraging our feed supplement expertise as a global
specialist for extensive, grazing-based food systems.
This is delivered through three strategic priorities:
Our strategy is enabled by disciplined investment choices and working capital focus to
drive shareholder returns and growth. This is underpinned by market-leading brands and
products tailored to meet the needs of the global farmingcommunity.
As announced in April 2024, the Board has been exploring options to maximise shareholder
value with regard to the Engineering Division. A process has been on-going to dispose of that
Division and an update will be provided shortly through our website at www.carrsgroup-ir.com
and via a regulatory news service (RNS) announcement. The focus of this Strategic Report is,
therefore, on the future strategy of the retained Agriculture Division.
These include:
AGRICULTURE
ENGINEERING
Overview Strategic Report Corporate Governance Financial Statements
09
Carr's Group plc | Annual Report and Accounts 2024
OUR MARKETS (AGRICULTURE)
Increasing global demand
The Carr’s Group Agriculture business is focused on a research-backed, professional,
cost-effective, convenient and easy to use suite of products that help to promote
optimum fertility, enhance weight gain, and help to lower methaneemissions.
The underlying fundamentals of the market remain strong with short and medium-term forecast pointing to ongoing growth
in global protein production.
Global Industry
Tailwinds
Continued population
growth and rising affluence
supports additional protein
production through
increasing ruminant
animal numbers
Strong Market
Adoption Potential
Significant global
agricultural yield gains
achievable through
adoption of supplement
products and technology
in ruminant species (cattle,
sheep and goat)
Sustainable Pasture-
Based Food Production
Our products support
extensive farming
systemsand strategically
align with United Nations
and FAO Sustainable
Development Goals
500
700
900
1,100
1,300
1,500
1,700
FY22FY21FY20FY19
500
700
900
1,100
1,300
1,500
1,700
FY22FY21FY20FY19
500
700
900
1,100
1,300
1,500
1,700
FY22FY21FY20FY19
SheepCattle
Goat
B
B
B
Global Cattle Stocks
(1.6 bn head)
Global Sheep Stocks
(1.5 bn head)
Global Goat Stocks
(1.3 bn head)
Growth CAGR
5 Years 4% 0.81%
10 Years 8% 0.76%
20 Years 12% 0.57%
Growth CAGR
5 Years 10% 2.01%
10 Years 16% 1.47%
20 Years 29% 1.27%
Growth CAGR
5 Years 6% 1.24%
10 Years 15% 1.45%
20 Years 35% 1.5%
These products work particularly well with extensive, grazing-based ruminant farms in multiple countries worldwide.
There remains a significant opportunity to grow our existing market share and expand product application into new,
attractive end markets with structural growth due to the ongoing increase of protein consumption globally.
10
Carr's Group plc | Annual Report and Accounts 2024
Trends in Livestock Farming
The UK and USA livestock farming industry continues to evolve, driven by factors such as
environmental concerns, consumer preferences and farm productivity pressures.
Trend Carr's Agriculture solution
Sustainability and Environmental Focus
Reduced Emissions: Farmers are adopting practices
to reduce greenhouse gas emissions and embracing
regenerative agriculture.
We have a research-backed, professional, cost-effective,
convenient and easy to use suite of products that help to
promote optimum fertility, enhance weight gain, and help to
lower methane emissions.
Biodiversity Enhancement: Initiatives are underway to
promote and enhance biodiversity on farms, such as creating
wildlife habitats, planting cover crops and promoting
pollinator-friendly practices.
Our products support extensive, grazing-based systems
that have the ability to support biodiversity and regenerative
agriculture.
Consumer-Driven Trends
Healthier Products: Demand for healthier meat products,
including grass-fed beef is on the rise.
Our products integrate within extensive, grazing-based systems
that support the production of "grass-fed" beef and lamb. They
maximise intakes of the producer’s home-grown forage.
Ethical Considerations: Consumers are increasingly
concerned about animal welfare and ethical
production practices.
Our products support extensive, grazing-based systems that
enable low-input livestock systems and outdoor-raised protein
production. They also promote optimum animal health through
providing just the right amount of vitamins and minerals needed
to the animal.
Farm Productivity Pressure
Adverse Weather: Ability to maximise home-grown forage
impacted by drought (USA) or flooding (UK).
Because forages aren't enough on their own and are variable
in nature, our nutrition solutions help extend grazing potential
as well as fill gaps in protein or energy. They work in all weather
conditions to provide robust and consistent delivery of essential
nutrients.
Rising Costs: Volatile costs of feed, energy, and labour
can put pressure on farm profitability.
Our suite of products deliver a return on investment for the
farmer by improving performance to maximise the herd’s
genetic potential. They are also extremely easy to use and save
time for a producer, allowing them to focus labour expenditure
on other areas of the farm.
Overview Strategic Report Corporate Governance Financial Statements
11
Carr's Group plc | Annual Report and Accounts 2024
BUSINESS MODEL (AGRICULTURE)
Our global Agriculture
business model is
designed to drive
shareholder returns
and growth.
1. As of the date of this report
Our Key Strengths Who We Create Value For
Talented people
Our global Agriculture
Division employs 199
people¹, who benefit from
continuous development
opportunities to reach their
potential.
Culture and ethics
We are committed to
ensuring that our businesses
remain ethically and
sustainably managed.
Expert
knowledge
Our businesses possess
a wealth of specialist
knowledge and their
focus on innovation and
technology underpins the
delivery of new products
andsolutions to our
customer base.
Global network
We have a broad
customerbase in
marketswith the
potential forgrowth on
aninternational scale.
Investment
We create value
throughcontinued
investment in our
existingbusinesses.
Long-term, trusted
relationships
We have built longstanding
and trusted relationships
founded upon the quality of
our offering, our organisational
culture, and our levels of
customer service.
Employees
Our employees benefit from our expanding
training and development offering and
enhanced engagement initiatives.
Environment
We are taking steps to minimise our
environmental impact and to become
anetzero organisation by 2050.
Communities
Across the Group we support charitable
initiatives and the communities in which
weoperate.
Partners
We build close relationships with a range
oftrusted strategic partners across the UK,
the USA and Europe.
Customers
We provide our well-established and
expanding customer base with leading
product ranges and excellent service levels.
Investors
Our strategy is designed to deliver
sustainable growth and consistent
returnstoshareholders.
12
Carr's Group plc | Annual Report and Accounts 2024
Research, development,
manufacture and supply of
branded animal supplements that
provide optimal performance and
livestock profitability allowing
farms to produce safe and
sustainable food.
We manufacture and supply a broad range
of innovative animal nutritional supplements
under well-respected brands. These include
patent-protected feed blocks and boluses which
effectively release trace elements into livestock
consistently and over periods of up to six months.
These products help to maintain animal health
and improve performance.
Our feed blocks are manufactured at a combination of wholly
owned and joint-venture facilities located across the UK,
Germany and the USA. We manufacture boluses from a wholly
owned facility in the UK. These products are supplied through
a large distribution network across the UK, Europe, Australasia
and North America.
Through its production of feed blocks, minerals
and boluses, the Agriculture Division enables
farmers to optimise forage and grass-based
nutrition systems, and by doing so, we support
their ability to raise healthy animals in an
efficient, high-welfare environment and in
a responsible way. We provide this support
by producing nutritional supplements which
release the appropriate quantities into the
animal at the correct time. The boluses and
mineral supplements are manufactured from
two wholly owned facilities in the UK.
Agriculture’s products create value for all our stakeholders
with tried and tested formulas which continue to develop
and improve.
We are a market leader with globally respected brands
because our products are developed by industry experts
and trusted to deliver positive results within the animals.
Over the years, the Agriculture Division has developed
several patented products and unique manufacturing
processes. Every product produced and sent to market by
this division is underpinned by expert research to ensure
that the products deliver the very best quality and outcome
to the customer.
What We Do How We Do It
Products
Feed blocks, minerals
and boluses containing
trace elements and
minerals for livestock.
Key brands
• Crystalyx
®
and Horslyx
®
feed blocks for UK
andEU
• SmartLic
®
, Feed in a
Drum
®
and HorsLic
®
feed blocks for
NorthAmerica
• Tracesure
®
boluses
Locations
Patented products are
manufactured from
three sites in the UK, four
sites in the USA and one
site in Germany.
Customers
Farmers across the UK,
Europe, North America
and Australasia supplied
through an expansive
global distribution and
support network.
Overview Strategic Report Corporate Governance Financial Statements
13
Carr's Group plc | Annual Report and Accounts 2024
Focusing on growing
shareholder value, in
balance with the interests
of all our stakeholders."
MEET THE TEAM (AGRICULTURE)
3. What is your vision
for the Agriculture
Division?
Livestock production will continue
to grow globally but as it does
will also face further sustainability
and productivity challenges. Carr's
Agriculture has the opportunity to
lead the market in supplementation
for extensive, grazing-based
livestock and help address these
challenges. Our specialist products
are well researched, deliver tangible
benefits and can support farms
in producing safe, healthy and
sustainable food. My vision is that we
become known as the experts in this
market and our products are used
in extensive, grazing-based food
systems around the world.
4. What are the key ways
we can improve as an
organisation?
Our immediate priority is to
strengthen our core business by
directly addressing some of our
underperforming areas with an
efficiency and performance focus.
A cultural emphasis on performance
mindset is also being embedded
across all functions aligned to
our new company values. In the
medium term, we expect our plans
to reinvigorate product research
through collaboration across
North America and the UK to drive
additional commercial growth and
enable new business development.
5. What steps have you taken
to ensure the Agriculture
Division is on track to
achieve its objectives?
We have a new global leadership
team that has jointly created a
turnaround and growth strategy for
Carr's Agriculture, which has brought
a renewed energy, engagement
and enthusiasm in the business. In
addition, we have created a strategy
programme management process
owned by the leadership team. This
is not only tracked for success but
jointly supported to ensure ongoing
focus on objectives and delivery.
Josh Hoopes
Chief Executive Officer,
Global Agriculture
1. Could you give us a bit
of your background prior
to joining Carr’s Group?
I am originally from the USA but
have lived in the UK for nearly 20
years. I gained a Bachelor of Science
degree in Business Finance from the
University of Utah in 2005 after which
I moved to London and worked as
a Senior Associate at Deloitte. In
2009 I completed a full-time MBA
at Manchester Business School and
from there joined Associated British
Foods plc where I held several
general management and business
development roles in both British
Sugar and AB Agri. My most recent
role was Managing Director of the
Intellync and AB Dairy divisions of AB
Agri which was a portfolio business
providing technology, consultancy
services and feed products to the
livestock sector.
2. What attracted you to
the role in Carr’s Group?
Carr's Agriculture has a strong
industry reputation for research-
backed, branded products that are
trusted by livestock farmers across
the UK, North America and Europe
but has, like many of its peers, faced
some challenges in recent years.
I was excited by the opportunity to
help the business recover from these
challenges in our core markets. I also
believe the capabilities and products
that exist in the business today can
be developed to reach new markets
for additional growth. I was excited to
join the new leadership team now in
place on this turnaround journey and
growth plan.
14
Carr's Group plc | Annual Report and Accounts 2024
Zach Westberg
President, New Generation
Supplements ("NGS")
1. Can you give us an
introduction to yourself
and your business?
My name is Zach Westberg, and I
am the President of New Generation
Supplements ("NGS") where I started
working for NGS in April 2016 as
Operations Manager. I am proud to
say I am the third generation to work
in the low-moisture block business
which started with my grandfather
in the early 1980s. After working
the last five years as Vice President
of Operations I was honoured to
assume the role of President in
January 2024.
NGS’ humble beginnings started
in 1997 when Carr’s Milling
Industries PLC acquired Animal
Feed Supplement Inc. of Poteau,
Oklahoma and hired a group of
feed industry veterans (my father
being one) to utilise a patented
continuous flow technology to
manufacture high-energy, intake-
limiting supplements for livestock.
Our founder’s drive was to provide a
research driven solution that would
meet the need for higher quality feed
supplements. In other words, if they
could not prove it worked, it would
not go into our products. Today, NGS
maintains this same premise it was
founded on: to develop the best low-
moisture supplement tubs possible
based on proven research and field
testing. If a formula or ingredient
doesn’t pass our test, we don’t offer
it. Users of our product see the
results of this research in greater
animal efficiency and performance
in a brand they continue to trust to
this day.
2. What do you think
makes us stand out
from competitors?
It is our mission to deliver
research-based products that
provide optimal performance and
livestock profitability allowing
farms to produce safe, healthy and
sustainable food. We do this through
our own research and alignment with
universities to create differentiated
product lines and technologies
like our patented FlaxLic
®
and
FesCool
®
products. We prove this
not only through our research, but
also through our Quality Assurance
programme which allows us to
uphold and enhance exemplary
standards for quality assurance so
that they become a benchmark for
the rest of the supplement industry.
We also separate ourselves from
the competition with our people.
We always aim to provide service
at the highest level and live by our
values of excellence, responsibility,
innovation and integrity. This flows
through our supply chain as we only
work with value-added ingredient
partners who share our same
passion and commitment to research
provensolutions.
3. What have you been most
proud of during your career
with NGS?
In my first year working with NGS I
had the rare opportunity of being
tasked to work in every position, to
do the toughest and dirtiest jobs,
earn the respect of our team, and
find ways to make each job safer. It
afforded me the opportunity to truly
learn our system from the inside out
and better understand what our team
goes through every day. From the
“Barrel Room” to the “Board Room”,
I have had the unique opportunity
to work in many of our positions and
learn from the best in the industry.
After working that first year I knew
we needed to transform our safety
culture from being reactive to
proactive. We immediately re-
wrote our safety manual and began
empowering our people to speak
up and become involved in our
programme. We implemented
annual “Safety Stand Downs” where
we stop all production for two days
and focus solely on safety training
(more details of which can be found
on pages 44 and 45).
Since that time, I am proud to say we
have seen significant declines in our
injury rates and our safety culture
has become part of our daily lives. It
is not often you get to train this way
and it is an experience I will always
value.
4. What are your plans now
that you are President
of NGS?
I believe we are nearing the bottom
of the USA beef cattle cycle which
typically occurs every 8 to 12 years.
The USA cattle market is in a great
position for recovery, but it will still
face challenges over the next few
years dealing with significantly
smaller cattle herds, an uncertain
political climate, high input costs
and unpredictable weather patterns.
To capitalise on this, we have spent
the first half of the year focusing
on brand planning and customer
segmentation to ensure we are
aligned on who we are as a team
and how best to serve our
customers. Our second half of the
year will focus on delivering our
strategic imperatives, maintaining
our growth mindset, and leveraging
our new ERP system to improve
decisions, increase productivity, and
reduce operatingcosts.
5. What have you enjoyed
most about your time
at NGS?
What I have truly enjoyed most
in my career with NGS is working
with and learning from our amazing
group of people. We have many
employees that count their time
with NGS in decades, not years, and
I think that says something about
both the culture of this organisation
and the type of people I work with
every day. Our people are passionate
about what they do and believe in
our company and our products. I am
proud to continue our family’s legacy
in this industry where your reputation
is everything. At NGS we strive to put
the right people in the right positions,
give them the freedom to do their
job, and hold them accountable to
their tasks.
In summary we have a great
company with a team that is
energised, growth-focused and
hungry to win. Our future is bright,
and I truly believe we have an
excellent opportunity to deliver
significant value to our shareholders
as our market recovers.
Overview Strategic Report Corporate Governance Financial Statements
15
Carr's Group plc | Annual Report and Accounts 2024
Our values underpin
our strategic choices
OUR VALUES
Excellence
We are one team,
with commitment
to the highest
of standards
and quality in
our products
and behaviours,
fostering a mindset
of continuous
improvement,
development
and safety in
everything we do.
Responsibility
We provide a sense
of purpose, building
resilience to react
to challenges on
an individual and
societal level. We
are focused on
our future and
take responsibility,
accountability and
ownership for it.
Innovation
We empower
everyone to create
a workplace culture
that values creativity
and innovation,
where every person
has the courage to
try new things and
explore new ideas,
moving at pace to
test, learn, adapt and
act to improve.
Integrity
We act with strong
moral principles and
always aim to follow
these. We personally
commit to promote a
professional culture
in which individuals
can depend on one
another and treat
each other
with respect.
16
Carr's Group plc | Annual Report and Accounts 2024
We are focused on
creating a performance-
based mindset within
Carr’sGroup
OUR CULTURE
Our people create a culture where:
we value… active listening, mutual respect
andtrust among team members
we prioritise… communication, ensuring that
information is shared transparently
and effectively across the team
we lead… by example, upholding the values
ofexcellence, responsibility,
innovation and integrity in all
ourinteractions as a team
Carr's Group plc | Annual Report and Accounts 2024
Overview Strategic Report Corporate Governance Financial Statements
17
CHIEF EXECUTIVE’S REVIEW
In April 2024 we announced
that the Board, to deliver optimal
shareholder value, intended to
explore options for the sale
of the Engineering Division.
The sale process has been ongoing
since then and continues to progress
positively. On 1 November 2024, the
Group disposed of the assets of its
wholly-owned subsidiary Afgritech
LLC. As a result of the position at the
balance sheet date, the assets of the
Engineering Division and of Afgritech
LLC have been classified as held for
sale and trading activities presented
as discontinued operations throughout
this report.
During the financial year ended
31 August 2024 Agriculture revenues
from continuing operations decreased
7.5% to £75.7m (FY23: restated £81.8m),
while revenues from discontinued
Agricultural activities of the Afgritech
business were £12.2m, up 4.4% on last
year (FY23: restated £11.7m). This year’s
Engineering Division revenues of £60.1m
were up 18.8% on the prior year (FY23:
restated £50.6m). Adjusted operating
profit for continuing operations was
£2.2m, a decrease of 23.8% on the
equivalent for FY23 (restated £2.8m).
Discontinued operations saw adjusted
operating profit increase to £6.7m,
up 78.6% on the previous year (FY23:
restated £3.8m). Group adjusted
operating profit (combining both
continuing and discontinued operations)
of £8.9m was 34.5% up on the equivalent
figure last year (FY23: restated £6.6m).
Health and Safety
Health and Safety remains a priority
across the business and we have
continued to focus on meeting the
standards prescribed by our internal
audits throughout FY24. The starting
point for these audits is to ensure that
fundamental safety standards are in
place and understood at all locations.
With those standards established, we
are addressing behaviours, both at an
individual and organisational level, with
the aim that all colleagues instinctively
consider how to perform their jobs in
a way that ensures their colleagues,
customers, suppliers and they are safe.
David White
Chief Executive Officer
In FY24, there was one reportable
incident, down from two in the prior
year. While this reduction is pleasing, we
are addressing the fact that our overall
incident rate increased against the prior
year, albeit driven by lower severity
incidents. Near miss reporting and hazard
observations continued to increase,
allowing local teams to promptly address
potentially unsafe conditions before
accidents happen. This is a further
positive development in our safety
culture. A more detailed review of the
Group’s Health and Safety performance
is included on pages 44 and 45.
Sustainability and Impact
The progress made on environmental
issues last year, with Green Teams
established across the business, has
continued during FY24 with a widening
range of initiatives undertaken across
the Group. Further details on these
are contained in the Sustainability
and Impact Report (pages 33 to 45
(inclusive)). It was also pleasing to see
many colleagues place emphasis on the
need for more focus on environmental
sustainability during our Ideas
Workshops (further details on page 38).
During the year, we have established
a Sustainability and Impact Steering
Committee, consisting of senior leaders
across the business, to support our
commitment to improvements in all
environmental, social and governance
aspects of the business. Further details
can be found on pages 33 to 45 (inclusive).
18
Carr's Group plc | Annual Report and Accounts 2024
Continuing Operations
Divisional Review: Agriculture
The Agriculture Division manufactures specialist livestock supplements including
branded feed blocks, essential minerals, and precision dose trace element boluses,
sold to farmers in the UK, Europe, North America, and Australasia through a well-
established distribution network.
Continuing Operations 2024 2023 restated % Change
Revenue(£m) 75.7 81.8 -7.5%
Adjusted operating profit (£m) 5.2 5.8 -10.8%
Adjusted operating margin (%) 6.9% 7.1 %
The decrease in revenue was primarily driven by the US feed block business which
saw volumes drop by 15% against FY23, with the downturn in the US beef cycle and
drought conditions in the southern US states continuing for longer than envisaged.
Some volumes were also lost as a result of the closure of our plant in Silver Springs,
Nevada, although the costs saved from exiting this under-performing facility meant
that adjusted operating margins in the US feed block business improved by 3.2pp
against the prior year.
The UK feed block business saw volumes rise by around 12%, as prices settled
following the extreme cost increases which impacted volumes during FY23. The
increased volumes were also supported by small reductions in gross margin, as we
sought to maintain and gain market share, which meant a 2.4pp drop in adjusted
operating margins.
Our UK animal health business saw revenues decrease by 8.5% year on year, with
lower volumes in both the core bolus business and specialist aquaculture products.
The latter have been produced under a long-standing contract which will come to
an end during FY25.
Discontinued Operations
Divisional Review: Agriculture
Afgritech LLC 2024 2023 restated % Change
Revenue(£m) 12.3 11.7 +4.4%
Adjusted operating loss (£m) (0.5) (0.2) -2 07.2%
Adjusted operating margin (%) -4.2% -1.4%
The closure of Afgritech in October 2024 requires the results of that business to be
disclosed as a discontinued operation. As the table above highlights, the business
increased revenue by 4% on FY23, but a squeezing of commodity margins and
inflationary cost increases meant a worsening of the adjusted operating loss to £0.5m
in FY24.
Divisional Review: Engineering
The Engineering Division comprises specialist fabrication and precision engineering
businesses in the UK, robotics businesses in the UK, Europe and USA, and
engineering solutions businesses in the UK and USA.
2024 2023 restated % Change
Revenue(£m) 60.1 50.6 +18.8%
Adjusted operating profit (£m) 7.2 5.3 +36.8%
Adjusted operating margin (%) 12.0% 10.4%
Divisional adjusted operating profit
performance for FY24 was 37% ahead of
last year, with adjusted operating margin
improving to 12.0% (up 1.6pp on FY23),
driven by a strong performance in the
robotics business.
The order book finished the year at
£53.6m, down 10% on the record levels
seen at August 2023 (£59.8m), but still
32% up on the comparative position at
the end of August 2022 (£40.6m).
Outlook
The immediate prospects for the
Agriculture Division have been enhanced
by the arrival of a new leadership team
and remedial actions taken on under-
performing businesses during FY24.
The long-term outlook for the division
remains attractive with our focus now
on our range of existing products,
further development of that portfolio
and entrance into new geographies. Any
benefit from reduced drought areas and
the US beef cycle turning will further
complement these opportunities.
Management is confident that the
sale of the Engineering Division will
drive optimal shareholder value and
expect strong trading in recent years
to continue up to sale completion.
David White
Chief Executive Officer
11 December 2024
Overview Strategic Report Corporate Governance Financial Statements
19
Carr's Group plc | Annual Report and Accounts 2024
FINANCIAL REVIEW
The announcement in April of our
decision to explore options for the
maximisation of value of our Engineering
Division was predicated on the differing
circumstances of our two Divisions as
we went into FY24. Our Engineering
Division was performing strongly in
structurally growing markets with an
organisational design appropriate to
optimise the opportunities available,
whereas our Agriculture Division
was unintegrated and ill equipped
to optimise performance in globally
challenging markets.
FY24 has therefore been a
transformational year in which we have
established an integrated agriculture
management team and strategy, and
have subsequently taken the first steps
to implement that strategy at strategic
and operational level, whilst continuing
to focus on the long-term optimisation
of value within the existing structures of
the Engineering Division.
In light of the above, FY24 also marked
a transitional year for our significant
central costs as we embarked on a
process to reduce costs following the
expiration of the transitionary services
associated with the FY23 disposal
of the Agricultural Supplies Division
whilst managing the transition to a
future focused on the forward-looking
Agriculture Strategy. Realisation of
value of non-core investment properties
and de-risking from our defined benefit
pension scheme have also been
progressed in order to simplify the Group
with focus on future value creation.
The consequences ofthishave been:
1. Improved performance of our
strategically core agriculture
businesses, supported by the benefit
of integration of key roles, but offset
by underperformance in two non-
core businesses – now addressed.
2. Improved performance of the
Engineering Division – partially offset
by underperformance in one business
– now addressed.
3. A short-term increase in central costs
as a global agriculture management
team has been established (realising
savings at operational level) in addition
to the multi-divisional central cost base
that will largely be eradicated post
completion of any Engineeringsale.
The year inoverview
The changes reflected above have resulted in improved operational performance
of the Group and in Adjusted Operating Profit despite continuing challenges in
the agriculture sector, however they have required significant exceptional costs
in restructuring the Group and preparing for future profitable growth. The Board
considers it appropriate to have incurred these cash costs and to recognise
non-cash exceptional costs, detailed below, in order to optimise current and
future shareholder value.
Presentation of Results forthe Year
The statutory presentation of financial results under IFRS is intended to give the
reader the information required to assess future performance. These reflect the
continuing operations of the Group and businesses, and assets within the Group that
are not expected to remain part of the Group are disclosed as being "discontinued".
The Engineering Division and certain other assets are reported as being "discontinued
activities" in FY24 and will again in FY25 for the period prior to any transaction.
Given the transition the Group is going through it is also relevant to report the
performance of the Group on an equivalent basis to FY23 in addition to the
statutory disclosure noted above.
FY24 Performance on basis comparable to the FY23 Report and Accounts
FY23 Reported
£’m
FY24 Comparable
£’m
FY24 Continuing
£’m
FY24 Discontinued
£’m
Revenue
Agriculture 93.6 88.0 75.7 12.3
Engineering 50.6 60.1 – 60.1
Total 144.2 148.0 75.7 72.3
Adjusted
Operating Profit
Agriculture 5.6 4.7 5.2 (0.5)
Engineering 5.3 7.2 – 7. 2
Central (3.0) (3.0) (3.0) –
Total 8.0 8.9 2.2 6.7
Adjusting Items
Agriculture (3.3) (5.3) (4.5) (0.8)
Engineering (2.3) (4.8) – (4.8)
Central (0.4) (4.5) (4.5) –
Total (6.0) (14.6) (9.0) (5.7)
Operating Profit
Agriculture 2.3 (0.7) 0.7 (1.4)
Engineering 3.0 2.4 – 2.4
Central (3.4) (7. 5) (7.5 ) –
Total 2.0 (5.8) (6.8) 1.0
On a basis comparable with that announced within our FY23 Annual Report and
Accounts, Adjusted Operating Profit of £8.9m (FY23: £8.0m) reflects progress made in
managing the activities of the Group throughout FY24 irrespective of their designation
as continuing or discontinued.
20
Carr's Group plc | Annual Report and Accounts 2024
UK Agriculture
UK Agriculture comprises the Group’s
Crystalyx
®
operations in Silloth, its
Scotmin operations in Ayr and the Animax
operations near Bury St Edmunds.
During the year the commercial
operations of the three locations
were integrated under a common
management team. In markets that
continue to be challenging, focus was
on optimising performance and future
prospects through in-depth analysis
of the business and the optimisation
of margins and performance through
market share, operating efficiency,
and purchasing optimisation.
Our UK-based feed blocks revenue
increased by 2% representing a volume
increase of 12% offset by reductions
in pricing due to movements in raw
material pricing. Our bolus-producing
Animax business saw an 8.5% reduction
in revenue as a lucrative but non-core
aquaculture contract came to an end.
Our focus now is on simplifying the
remaining business and achieving a
profitable contribution. The benefits
of commercial integration of these
businesses were evident from a strong
close to FY24 from our feed blocks
businesses which was carried into the
early months of FY25 and in progress in
resolving the issues at Animax following
several years of under-performance.
The overall contribution of UK
Agriculture in the current year was
influenced by costs associated with the
formation of an integrated management
team. The benefits of this integration
across the UK and in the transformation
of the Irish and New Zealand markets
in FY25 will result in value creation. This
resulted in a short-term increase in
costs as well as restructuring costs in
the current year only.
Continuing Operations
The continuing operations of the Group represent its direct interests in the feed
supplements markets for pasture-based livestock in the UK and US and its joint
ventures in the US and Germany.
FY23 restated
£'m
FY24
£'m
Movement
%
Revenue
UK Agriculture 36.1 38.2 6%
US Agriculture 45.7 37.5 -18%
Total 81.8 75.7 -7%
Adjusted Operating Profit
UK Agriculture 2.6 1.1 -56%
US Agriculture 1.8 2.7 50%
JV 1.4 1.4 -5%
Central (3.0) (3.0) 2%
Total 2.8 2.2 -24%
Adjusting Items
UK Agriculture (2.7) (2.7) 0%
US Agriculture (0.6) (1.8) 195%
Central (0.4) (4.5) 1016%
Total (3.7) (9.0) 141%
Operating Profit
UK Agriculture 0.3 (1.0) -491%
US Agriculture 2.2 1.7 -24%
Central (3.4) ( 7.5) 122%
Total (0.9) (6.8) 680%
In what has been a transitional year for the Agriculture business, FY24 has seen
significant activity impacting each of strategy, structure and operations:
Strategy:
• to develop a strategy for value
creation globally focused on
nutritional supplements for
pasture-based livestock,
• assess structure and operations
in existing markets to optimise
performance of core businesses
throughout economic / market
cycles,
• decisively address under-performing
and non-core businesses,
• explore opportunities to enter
new growing pasture-based
livestock markets.
Structure and Operations:
• establish a small global agriculture
management team,
• integrate UK operational management,
• take first steps to integrate UK and
Ireland operations,
• close one unproductive US site within
the core feed block business,
• develop a turnaround plan for the
production of boluses serving the UK
business,
• progress the closure of the loss-
making New Zealand operation and
establish as a distribution market,
• prepare for closure and sale of
the loss-making commodity feed
business – Afgritech, closed post year
end and reported as "discontinued".
Overview Strategic Report Corporate Governance Financial Statements
21
Carr's Group plc | Annual Report and Accounts 2024
FINANCIAL REVIEW CONTINUED
Discontinued Operations
As we position the Group to implement its focused Agriculture Strategy a number of activities of the Group in FY24 meet the
criteria for classification as "Held for Sale" or "Discontinued" under IFRS. As such the impact of these activities is excluded from
the detail of the primary statements with the net impact reflected under "discontinued" operations.
The full impact of these activities is presented above to give visibility of the profit and loss account on a basis comparable
with that presented in the FY23 Annual Report andAccounts.
These discontinued operations are:
1. The Group's Engineering Division. As announced in April 2024 the Group has been exploring means of optimising value
for its Engineering Division, a process which is ongoing and progressing positively.
2. Within Agriculture, the Afgritech business in Watertown, New York. This business was engaged in the supply of commodity
feeds to the dairy industry. In recent years it has been significantly impacted by movements in the canola commodity market.
As a consequence the business lost £0.5m at adjusted operating profit level in FY24 and is non-core to the future agriculture
strategy. The business was closed on 31 October 2024 with the assets of the business sold on 1November2024.
3. In the year the Group started the process to realise value for its non-core property portfolio comprising nine sites, one of
which wassold in the year, and the Group’s former head office premises inCarlisle.
US Agriculture
US Agriculture represents the Group’s New Generation
Supplements ("NGS") feed blocks business and the Afgritech
dairy feed business.
Early in the year the decision was taken to close the NGS loss-
making facility in Silver Springs, Nevada. This closure contributed
to an overall reduction in NGS revenue of 18% from a volume
reduction of 15%. Revenue was also impacted by reduced
molasses pricing. The impact of the closure of Silver Springs
combined with improved performance elsewhere resulted
in the NGS contribution for the year being up year on year
despite continuing challenging drought-led market conditions,
particularly in the southern USA.
In FY24 the Afgritech business continued to suffer from
structural movements in the commodity markets for soya and
canola. The decision was taken to close the business with
effect from 31 October 2024 and the assets of the business
were sold on 1 November.
Late in the year the ERP implementation across the remaining
NGS sites was completed, bringing the UK and US feed blocks
businesses onto a common system. The £0.8m exceptional
costs incurred in respect of this project in FY24 will be the final
significant costs for this multi-year project.
The closure of Silver Springs and the post year end closure
and sale of Afgritech also resulted in exceptional closure costs
totalling £1.9m.
Joint Ventures
The Group continues to target growth through its participation in
joint ventures in selected geographies. In FY24 our contribution
from joint ventures in Germany (1) and the US (2) was broadly flat
at £1.4m. During the year the Group supported the installation of a
second production line at the Gold Bar facility in the US, bringing
opportunity for future growth.
Central
Central costs in the year have been influenced by a number
of factors required in order to prepare the Group for the future
implementation of a focused agriculture strategy. Several of
these factors pull in differing directions from the perspective
of the level of resource required: 1) the end of the transitional
services agreement under which the Group provided services
to the acquirer of the Agricultural Supplies Division following
its sale in FY23, 2) the completion of the Agriculture ERP
implementation project, 3) the exploration of value for the
Engineering Division, 4) the simplification of non-core activities
through the process to dispose of investment properties and
to manage pension risk. For many of these activities FY24
and into FY25 have been transitional periods and the Group
is committed to materially reducing its central costs. In FY24
on an adjusted basis central costs were broadly flat on FY23
at £3.0m however Adjusting Items of £4.5m comprised costs
associated with pension de-risking (£3.2m) and restructuring
costs (£1.4m).
22
Carr's Group plc | Annual Report and Accounts 2024
Discontinued Operations
FY23 restated
£'m
FY24
£'m
Movement
%
Revenue
Agriculture 11.7 12.3 4%
Engineering 50.6 60.1 19%
Agricultural Supplies 53.2 – –
Total 115.5 72.3 (37)%
Adjusted Operating Profit
Agriculture (0.2) (0.5) 207%
Engineering 5.3 7. 2 37%
Agricultural Supplies (1.4) – –
Total 3.8 6.7 79%
Adjusting Items
Agriculture – (0.8) –
Engineering (2.3) (4.4) 91%
Agricultural Supplies – – –
Total (2.3) (5.2) 128%
Operating Profit
Agriculture (0.2) (1.4) 710%
Engineering 3.0 2.9 4%
Agricultural Supplies (1.4) – –
Total 1.5 1.5 3%
Overview Strategic Report Corporate Governance Financial Statements
23
Carr's Group plc | Annual Report and Accounts 2024
FINANCIAL REVIEW CONTINUED
Adjusting Items
As referred above, given the fundamental transformation of the Group that is in progress the level of adjusting items in FY24 is
significant. The Board consider that the level of adjusting items is necessary and justified in order to effect the transformation
and deliver a simpler and more resilient business. The adjusting items reflected in FY24 comparable reporting are:
Continuing
£’m
Discontinued
£’m
Total
£’m
Cash Items
Restructuring costs and costs to sell for disposal groups 2.1 1.2 3.3
ERP implementation 0.8 – 0.8
Pension de-risking 3.3 – 3.3
Profit on property sale (0.2) – (0.2)
Non-Cash Items
Asset impairments (excluding costs to sell for those assets held for sale) 2.9 4.0 6.9
Intangible asset amortisation 0.1 0.4 0.5
Total 9.0 5.6 14.6
Adjusting Items
In the year the Group recognised
adjusting items totalling £14.6m, of
which £7.1m were cash costs (now and
in the future) and £7.4m reflected non-
cash value adjustments. As indicated
above the Board considers that this high
level of charges was required to deliver
the transformation of the Group and
position it for growth through delivery
of its focused agriculture strategy.
Restructuring Costs
Restructuring costs in continuing
operations of £2.1m were incurred
primarily in restructuring the
central organisation and agriculture
management structure as well as in
the closure of the Silver Springs plant.
ERP Implementation
The ERP implementation within NGS
in July 2024 brought to an end the
multi-year project to implement a
standardised ERP system across the
UKand US feed blocks business.
Pension De-Risking
The Group has recognised past service
costs of £2.9m in relation to a Barber
Window equalisation adjustment
identified by the Trustees of the Scheme
during the year, which has been
recognised as an adjusting item (see
note 5 to the financial statements). This
equalisation adjustment was discovered
during the process undertaken to seek
an insurer from whom to purchase
an insured bulk annuity. This "buy-in"
process remains ongoing.
Profit on Property Sale
In the year the sale of the first (of ten)
non-core properties completed with a
small gain. The process to achieve value
for the remaining portfolio continues
with one disposal in October 2024
bringing in cash of £1.3m and a further
£2.6m expected in December 2024.
Asset Impairments
The Group reviews the carrying value
of its assets annually and where
appropriate adjusts the value down
through impairment. In the current year
the resultant impairments are:
• Continuing: £2.2m in respect
of the Animax business as a
result of continued challenges
in its bolus business and the
loss of its aquaculture contract.
Theunderperformance of the
business is being addressed as
amatter of urgency; and £0.7m in
respect of the closure of the Silver
Springs plant.
• Discontinued: £3.2m in respect of
assets in the Engineering Division
and £0.8m in respect of assets in
Afgritech LLC.
Restatement of Prior Year
Comparatives
In the Annual Report and Accounts for
FY23 the full Group at that time was
reflected in FY23 reporting. That Group
has been unchanged throughout FY24
however as disclosed above material
parts of the Group are disclosed as
Discontinued Operations in this Report
and prior year comparators are adjusted
to relate only to these continuing
activities in accordance with IFRS. Like
for Like results are presented to give a
view consistent with FY23 reporting.
In addition, given the reduced size of
the Group, two areas of accounting
have been reviewed and revised in the
year with the impact being a combined
increase to revenue and cost of sales
of £0.9m, FY23 impact of £0.9m (no
margin or profit impact in either year)
and an increase to assets and liabilities
of £1.9m (FY23: £2.3m) (no net assets
impact in either year). After discussion
with advisors the Directors felt that both
adjustments were appropriate given
the strict interpretation of current IFRS
given the reduced size of the continuing
Group moving forwards. The two items
have no impact on profitability or
net assets.
24
Carr's Group plc | Annual Report and Accounts 2024
Cash Flow and Net Cash/(Debt)
During the period the Group moved
from a position of holding net cash
of £4.2m to £4.5m (total Group) as at
the period end. The period end net
cash comprised £8.0m net cash for
continuing activities and £3.5m net
debt for discontinued activities. During
the period the operating activities
of continuing operations generated
£4.2m of cash with additional inflows
including dividends received from joint
ventures of £0.9m and the final £4.0m
deferred consideration from the sale
of the Agricultural Supplies Division in
FY23. Dividends of £6.0m were paid to
shareholders during the period.
Pensions
The Group operates defined
contribution and defined benefit
pension schemes. The defined benefit
scheme is closed to new members
and future accrual. During the period
the Board, working with the defined
benefit scheme trustees, have been
exploring the viability of conducting a
‘buy-in’ of the pension scheme in order
to de-risk the future position of both
the Company and members. During this
process a prior shortfall in accruals for
past service costs came to light dating
from equalisation of retirement ages in
the1990s. A one-off charge of £2.9m
hasbeen made in the year to address
this shortfall.
This one-off charge has contributed
to a reduction in the net pension asset
recognised on the balance sheet from
£5.3m to £1.8m. The other movements
were increases in assessed obligations
of £1.0m offset by an increase in fund
assets of £0.4m. The net pension asset
reflects assets of £48.2m and assessed
liabilities of £46.4m.
Gavin Manson
Chief Financial Officer
11 December 2024
Alternative Performance
Measures
The Strategic Report and this Financial
Review include references to both
statutory and alternative performance
measures (‘’APMs’’). The principal APMs
are intended to give the reader visibility
of the potentially recurring performance
of the business and as such measure
profitability excluding items regarded
by the Directors as adjusting items (note
5). These APMs, generally referred to as
"adjusted" statutory measures are used
in the management of the business and
also in assessing some performance
objectives under the Group’s incentive
plan. A glossary and reconciliation of the
APMs is included on pages 211 to 212.
Finance Costs
Net finance income from continuing
activities of £0.3m and net finance costs
from discontinued activities of £0.7m
reflect the higher working capital nature
of the Engineering businesses held as
discontinued and the retention of cash
centrally. The combined finance cost
of £0.3m (FY23 on a like-for-like basis:
£0.4m) reflects the impact of reduced
interest rates and focus on working
capital management.
Profit Before Tax
Adjusted profit before tax of £2.5m for
continuing operations represented a
reduction on a comparable basis from
£2.9m in FY23. This reflects the impact
of transitionary costs discussed above.
The loss before tax of £6.5m (FY23: £0.8m)
reflects the significant reorganisation and
restructuring costs outlined above.
Taxation
The net tax credit of £0.4m reflects a tax
credit on continuing operations of £2.0m
and a tax charge from discontinued
operations of £1.6m.
Earnings Per Share
The total loss attributable to the equity
shareholders of the Company amounted
to £5.7m, equating to a basic loss per
share of 6.1 pence. The basic loss per
share on continuing operations was
4.8 pence. The adjusted profit per share
for continuing operations was 2.6 pence
(FY23 restated: 2.5 pence).
Overview Strategic Report Corporate Governance Financial Statements
25
Carr's Group plc | Annual Report and Accounts 2024
KEY PERFORMANCE INDICATORS
Sales volumes
(Continuing operations)
Operating cash flow
(Continuing operations)
Near miss and hazard observations
(Continuing operations)
Trading KPIs
Revenue in isolation is not necessarily an indicator of performance
in our Agriculture Division, which is volume-driven and potentially
subject to significant raw material price variations, which may be
passed on to customers. Feed block volumes are monitored as part
of our sales performance management, alongside selling prices and
gross margins. The year-on-year decrease in revenue is driven by a
reduction in volumes across our wholly-owned businesses.
This KPI indicates how much cash is being generated by the Group’s
continuing operations, before being utilised for capital investment,
paying dividends, or repaying borrowings. The improvement in cash
inflow during FY24 reflects a decrease in inventories since last year
as well as the benefit of taxation repayments.
By reporting near misses and potential hazards, the business can
identify underlying safety risks and take proactive action to ensure
these do not escalate into incidents impacting our people, customers
and suppliers. We encourage all employees to report any hazards
they observe, no matter how insignificant they may seem. A long-term
trend of increased reporting numbers is a positive indicator of our
safety culture becoming embedded across the business.
86,177 tonnes
82,803 tonnes
103,186 tonnes
FY23
FY24
FY22
£(2.9)m
£4.2m
£0.9m
FY23
FY24
FY22
41
73
50
FY23
FY24
FY22
82,803 tonnes
£4.2m
73
We monitor our growth and health as a business, and our performance
against strategy, using the following key performance indicators.
Non-Financial KPIs
26
Carr's Group plc | Annual Report and Accounts 2024
Gross margin
(Continuing operations)
Return on net assets
(Continuing operations)
Reportable incident rate
(Continuing operations)
Adjusted Group operating margin
(Continuing operations)
Net (cash)/debt to adjusted EBITDA
(Continuing operations)
Intensity metric (tCO
2
e per £m turnover)
(Continuing and discontinued operations)
This reflects the ability of the Group to service its debt.
The negative measurement at the end of both FY24 and
FY23 results from the net cash position of the Group at both
balance sheet dates.
We carefully monitor our carbon emissions and are developing
a strategy to ensure that these continue to reduce as we work
towards achieving net zero status in the long term.
The gross margin for our Agriculture Division is impacted by
the drivers of changes in revenue (volume and price) as well
as fluctuations in raw material costs. In FY24, we saw raw
material costs reduce after extreme increases in FY23 and
this, along with an increase in volumes sold, has contributed
to a margin improvement.
This calculation takes adjusted profit before taxation generated
over the assets used to deliver that profit. The decrease in FY24
is mainly driven by the lower adjusted profit before taxation
in the year, partially offset by a decrease in net assets (for
continuing operations only) driven by inventory reductions.
We ensure that information relating to all injuries and potential
incidents, no matter how serious, is properly captured and
reported to enable us to continually improve the health and
safety of our people whilst at work. One RIDDOR injury was
reported in the year (down from two in FY23). Further details
on H&S performance are contained on pages 44 to 45.
* Prior year figures have been restated to reflect continuing operations only.
The operating margin reflects the gross margin achieved,
as well as the distribution costs and administrative expenses
required to support our operations. The decrease against last
year reflects the reduction in adjusted operating profit in the
Agriculture Division, as well as the Group’s central costs being
attributable to continuing operations only.
17.4%
18.8%
20.4%
FY23
FY24
FY22
7.0%
6.1%
12.6%
FY23
FY24
FY22
1.23
1.71
1.80
FY23*
FY24
FY22*
2.9%
8.5%
3.5%
FY23
FY24
FY22
(3.28)
(0.38)
0.93
FY23
FY24
FY22
47
49
62
FY23
FY24
FY22
18.8%
6.1%
2.9%
(3.28)
1.71 47
Overview Strategic Report Corporate Governance Financial Statements
27
Carr's Group plc | Annual Report and Accounts 2024
PRINCIPAL RISKS AND UNCERTAINTIES
The future success of the Group will
depend on our ability to fully exploit
the opportunities afforded by our
strategy whilst managing the risks
inherent in both our strategy and
the global environment in which
we operate.
Our approach to risk
management
The Group operates a structured
approach to risk management designed
to ensure a systematic and planned
approach to identifying, assessing,
mitigating, and monitoring risks
throughout the Group.
The Board has overall responsibility for
the risk management framework. Risks
are assessed and managed at the lowest
relevant organisational level in the Group
and reported, reviewed and assessed by
an executive risk management process
leading to Audit and Risk Committee
review of Operational Risks and Board
review of Strategic Risks and key
Operational Risks.
Risk appetite
The objective of the risk management
framework operated across the
Group is to achieve a balanced
approach to acceptance of the level
of entrepreneurial risk necessary for
the Group to achieve its strategic and
operational objectives. In doing this
the Group identifies and manages risks
to the extent appropriate in order to
have comfort over the ability of the
Group to deliver its financial, social
and environmental objectives.
In order to assist in this process,
the Board regularly undertakes an
assessment of risk appetite across
a broad range of financial and non-
financial risks identified as being
relevant to the Group, its strategy and
stakeholders. This assessment of risk
appetite is key in informing decisions
over the level of risk management or
avoidance that is required in respect
of each risk.
Board assessment of
compliance with the risk
management framework
The Board regularly carries out an
assessment of the principal risks facing
the Group together with any emerging
risks. This is supported by the Audit
and Risk Committee which undertakes
regular reviews of operational risk
registers and an annual review of the
risk management system.
The Board, through the Audit and Risk
Committee, also considers the internal
controls in place across the Group and
whether these provide assurance over
the Group’s risk management framework.
During the year, no significant incidents
arising from internal control failure were
identified, however an internal review
of controls and processes identified a
number of weaknesses in the control
environment and operation of controls,
primarily as a result of the decentralised
control structure inherent in the Group
organisational design. Prioritised actions
to improve the control environment
were implemented immediately
with actions aligned with Group
transformation being implemented
inastructured process.
Principal risk factors
In the year under review and until any
sale of our Engineering Division, our
business operates across two distinct
sectors and serves a wide variety of
industries, making it subject to a wide
range of risks and uncertainties. On the
following pages we have identified the
risks we regard as most significant to the
Group as well as steps being taken to
mitigate these risks where possible.
The risks identified below are those
deemed most critical to the Group, with
the potential to impact the Group as a
whole or one or both operating divisions
to a significant extent at Group level.
This requires us to identify and maximise the opportunities generated by our businesses
and the markets in which we work, whilst operating an embedded approach to risk
management which puts risk, risk appetite and opportunity assessment at the heart
of our strategy and operations.
28
Carr's Group plc | Annual Report and Accounts 2024
Change in risk (increase/decrease/no change)
Risk Description of the risk What we are doing to manage the risk
Reliance on
Key Customers
and Customer
Demand
The Agriculture Division relies on a specific range of
products and on customers primarily located in the
UK and North America. There is a risk that external
factors can materially impact the cost of products,
affecting manufacturing costs, selling prices and
therefore associated demand levels.
The Engineering Division is a global business and
less susceptible to those factors, although it remains
heavily focused on the nuclear sector.
The strength of our brands allows the Agriculture
Division to maintain long-term relationships with
key customers. Ensuring our products evolve to
meet customer needs and expectations will allow
the existing customer base to be maintained and
expanded.
In Engineering, we assess the suitability of our
products and services to opportunities in sectors
beyond nuclear to widen our customer base.
Political and
External Societal
Factors
The rise in importance of sustainable business
practices creates risks regarding the ingredients
we source and how these are used during our
production processes.
Changes to farming policies in the UK and North
America can impact our Agriculture Division and we
are sensitive to risks regarding trade agreements
covering either territory.
Our product management capability has been
enhanced to allow us to commit to supporting
decarbonisation, both in the products we supply to
customers and in the ingredients used.
We monitor legislation across the markets in which
we operate and assess the impact of changes
proposed and made on our businesses.
Economic
While the high inflation levels seen during FY23
have receded, input costs of our products have
not significantly reduced. The Agriculture Division
must consider the risk of our customers deciding
to use cheaper, less effective alternatives to our
premium products.
The Group monitors raw material and commodity
pricing, buying forward where we expect this to
minimise input costs for us and our customers.
Where macro-economic trends dictate a likely
increase or decrease in demand for our products,
we adapt production plans accordingly which allows
us to cope with recessionary periods as well as
increased levels of demand.
Supply Chain
and Operations
Both Divisions are reliant on particular raw materials
and components which, if not available in the
quantities and quality required, would pose a
significant risk to the Group’s operations.
The Group operates specific activities across
multiple sites, with minimal crossover of equipment
and capability. This poses a risk that a stoppage in
production at specific sites could pose a material
risk to the Group.
The Group has strong, long-term relationships with
strategically important suppliers in both Divisions
and our procurement capability, particularly in UK
Agriculture, has been enhanced during the year.
Supplier selection and buyer processes have been
improved to reduce reliance on single sources of supply.
During the year, we have completed a set of business
continuity plans, for each location across the Group,
which aim to minimise the time taken to restart
operations in the event of an unexpected shutdown.
Acknowledging the bespoke nature of production
at each of our locations, we also retain insurance to
protect against the cost of major business interruptions.
Legal, Regulatory
and Reputational
Our Agriculture products are critical components
of the food chain and any failures in our quality
management system could mean that these
products do not meet regulatory requirements.
The products and services of our Engineering
Division are often used in extremely hazardous
environments, meaning any product failure carries
a reputational risk. These projects also carry risks
related to unfavourable contractual terms and
potential margin erosion.
Our technical leaders monitor the regulatory
environment across the Agriculture Division and all
existing and new product registrations are subject to
a rigorous process.
The Engineering Division follows robust quality
management processes and each business is staffed
by experienced and qualified personnel. We have
invested in staff training and in equipment to ensure
that all products are fit for purpose prior to customer
delivery and installation. Major bids are subject to
Board review, while those of smaller value follow a
well-established review and approval process.
Overview Strategic Report Corporate Governance Financial Statements
29
Carr's Group plc | Annual Report and Accounts 2024
PRINCIPAL RISKS AND UNCERTAINTIES CONTINUED
Risk Description of the risk What we are doing to manage the risk
Health and Safety
There is a risk that health and safety hazards
could cause harm to customers, employees
or the general public.
Health and safety performance is reviewed at all
Board meetings and the Board consider this a priority
for the business. The Group’s health and safety
programme is founded on a learning culture, which
aims to ensure early identification of potential risks
and hazards as well as empowering all employees to
report these.
Health and safety audits take place regularly at
all sites, with most locations supported by on-site
functional safety experts who provide oversight
and supervision of routine activities. The Group
also has an occupational health programme
in place for employees.
People
Human capital is our most valuable asset and the
success of the Group relies on being able to attract,
integrate and recruit talented people. Strategic
growth will be founded on the skills, experience and
knowledge of all colleagues.
There is a risk that a failure to retain critical capability
will impact the Group’s performance and progress to
our strategic objectives.
During FY24, the Group has enhanced its talent
management programme, with improved recruitment
and induction processes. Succession plans are
embedded in both Divisions and changes made to
our organisational structure has improved focus and
support for the development of our people.
Our remuneration policies are designed to ensure we
are competitive in the locations in which we operate
and that once recruited, employees are motivated to
progress their careers with the Group.
During the year, the Agriculture Division undertook
an employee engagement initiative which allowed
all employees to provide feedback on all aspects of
the business. Actions in response to that feedback
are underway across the Group and all colleagues
have been encouraged to participate in these. This
process was aimed at maintaining and improving,
where necessary, working environments for all
colleagues across the business.
The Engineering Division continues to invest in
young, local talent through apprenticeship schemes
and placements in the UK and Germany. Our
partnership with a local training provider in the UK
has been successful in developing a pipeline of
talent to support growth in this business.
IT and
Cyber-Security
Data confidentiality and financial loss are at risk from
a successful cyber-attack on the Group. Technology
plays a key part in supporting the business and all
systems must be secure and reliable. We continue
to invest in new technology, as witnessed by the
implementation of a new ERP system in our US feed
blocks business.
Our centrally managed IT function allows us to
maintain consistently high cybersecurity standards
across the entire business. Our systems are
supported by a team who review internal practices
as well as the nature and risk associated with
external threats. Our IT solutions are assessed and
tested by third parties where appropriate.
All major IT initiatives are governed by robust project
management processes and in the case of the US
feed blocks ERP, the Board was updated regularly
on progress.
Change in risk (increase/decrease/no change)
30
Carr's Group plc | Annual Report and Accounts 2024
Risk Description of the risk What we are doing to manage the risk
Treasury
The Group must manage its funding facilities to
ensure that all businesses can operate on a day-to-
day basis as well as invest in growth opportunities.
Failure to adequately control funding and accurately
forecast cash flows creates risk.
Following the sale of the Engineering Division,
there is a risk that the reduced size of the Group’s
continuing operations will mean a decrease in the
level of funding facilities available.
The Group has international businesses which mean
fluctuations in the value of currencies can impact
the results through transactional and translational
exchange movements. Translational exchange rate
risks can impact the translated value of assets and
earnings of foreign subsidiaries and joint ventures.
The Group renewed its banking facilities in
December 2023 and these expire in December 2026.
These facilities are regularly reviewed by the CFO
and the cash position of the Group is reviewed
every week.
The Group’s bankers are aware of our strategic
intentions, and we will continue to work closely
with them to ensure a level of funding is available
commensurate with the size of the Group going
forward. The Board will consider available funding
while assessing the allocation of capital following
the sale of the Engineering Division.
The forecast cash position is assessed regularly and
the Group maintains a flexible funding position to
minimise its interest costs where possible.
Climate Change*
The Agricultural Division is at risk of being impacted
by climate change, in respect of changing weather
patterns as well as the availability and cost of raw
materials, as well as how sustainably these can
be sourced. If the pace of demand for sustainable
products outstrips our ability to innovate, there is
also a risk of product obsolescence.
Climate change can pose a risk to the Engineering
Division, notably at Chirton Engineering, a business
operating in the oil and gas sector and therefore at
risk to the impact of fluctuations in the oil price.
The diverse locations in which the Agriculture Division
operates offers some mitigation against climate
change risk and local weather volatility. Our focus
on international growth markets, away from the UK
and North America will provide further mitigation
and will see the development of products which
thrive in different environments. Our investment in
procurement resources in the UK will allow us to
better manage the sourcing of raw materials in future.
Business development focus at Chirton Engineering
has been on diversification away from oil and
gas into new sectors including aerospace and
renewable energy.
* Further details of climate related risks and opportunities can be found on pages 46 to 64 (inclusive).
Overview Strategic Report Corporate Governance Financial Statements
31
Carr's Group plc | Annual Report and Accounts 2024
VIABILITY STATEMENT
In accordance with provision 31 of the UK Corporate Governance Code 2018, the Directors
have assessed the viability of the Group over a three-year period to August 2027, taking
account of the current financial position, future prospects and the principal risks, as detailed
on pages 28 to 31 (inclusive).
The Group’s strategic planning process
is led by the Chief Executive, supported
by his leadership team. The Board
participates in the review process,
offering a broader perspective on our
markets and the macro-economic
environment. The key deliverable
from this process is a strategic plan,
underpinned by financial forecasts
which consider the period to August
2027. The Group’s operating budget for
the year to 31 August 2025 is the basis
for the first year of these plans and is
reviewed and re-forecast, if required, on
a regular basis during the financial year.
As noted on page 18, the proposed
disposal of the Engineering Division
represents the next stage of the
Group’s strategy and scenarios
which considered a successful and
unsuccessful sale were considered
during the process. Given the
uncertainty over the precise timing of
any disposal of this division, a variety of
scenarios for FY25 were modelled and
those most likely to arise presented to
the Board for review.
The Group remains in a net cash
position, supported by bank facilities
which were renewed in December 2023
and fall due for expiry in December
2026. The initial cash received from the
sale of the Agricultural Supplies Division
in October 2022 was augmented by
receipt of £4m cash during FY24,
the final settlement related to that
transaction which complemented
operating cash generation during
theyear.
The Group’s bank facilities have a
range of maturity and renewal dates,
some of which fall within the three-
year period covered by the viability
review. The change in the Group’s size
and structure following a disposal of
the Engineering Division will result in
a reduction in the Group’s facilities, to
a level more commensurate with the
remainingbusiness.
The Board continues to believe that
a period of three years to 31 August
2027 is the most appropriate for the
purpose of a viability assessment, based
on the strategic planning undertaken,
the immediate benefit from changes
in the Agricultural Division structure
(e.g. the disposal of trade and assets
of Afgritech) and the predictability
of demand over this period for beef,
lamb and dairy (and by extension,
ourproducts).
The Group’s principal risks are set
out on pages 28 to 31 (inclusive) and
summarise those matters that could
prevent the Group from delivering on
its strategy. A number of other aspects
of the principal risks – because of their
nature or potential impact – could also
threaten the Group’s ability to continue
in business in its current form if they
were to occur. Of the principal risks
identified, the two most important to the
assessment of the viability of the Group
remain the same as they were last year:
1. Reliance on key customers
andcustomer demand
2. Supply chain and operations
From the modelling undertaken, it was
determined that neither of these risks,
either in isolation or in aggregation,
would compromise the Group’s viability.
In addition, a variety of scenarios beyond
those included in the Group’s strategic
plan have been tested and their financial
impact estimated and quantified. These
estimates have been overlaid on the
detailed financial forecasts, to represent
severe but plausible scenarios that the
Group could experience.
These wider scenarios are considered
individually and in aggregate during
this exercise, to ensure that the
impact of unconnected scenarios on
profitability and related cash flows is
fully considered. This acknowledges
the diverse nature of the business
both by division and geography.
The results confirmed that the Group
would be able to withstand the impact
of these scenarios during the forecast
period under review. In addition, the
Group has options to mitigate these
scenarios and to maintain cash flow,
including restricting capital expenditure
and lowering potential returns
toshareholders.
The Group also considered the impact
of a failure to dispose of the Engineering
Division, but concluded that the
expected FY25 trading performance and
strength of the order book would deliver
positive cash generation from that
division in the short and medium terms.
As part of our Task Force on Climate
related Financial Disclosures (“TCFD”)
the Group has assessed potential
financial impacts from climate change
to the business. The TCFD disclosures
consider how financial performance
may be impacted by climate change
including supply chain disruption,
inflation in raw material costs and any
significant changes in climate-related
policy (as well as any associated
increase in regulatory costs). None of
the physical and transition risks which
are considered material to our business
would present a risk to viability over the
planning period. These risks are detailed
on pages 28 to 31 (inclusive) and 46 to
64 (inclusive).
Based on their assessment of prospects
and viability above, the Directors confirm
that they have a reasonable expectation
that the Group will be able to continue
in operation and meet its liabilities as
they fall due over the three-year period
ending 31 August 2027. The Directors
also considered it appropriate to
prepare the financial statements on the
going concern basis, as explained in the
Basis of accounting, and Going concern
paragraphs in the Principal Accounting
Policies on page 147 of the accounts.
32
Carr's Group plc | Annual Report and Accounts 2024
SUSTAINABILITY AND IMPACT REPORT
During FY24 we reviewed and refined our
strategic approach to ESG. Weidentified
specific categories across each of the
three ESG sections as set out below:
Underpinning this is a revised governance structure to ensure Board oversight
that our business practices are sustainable and impact the areas most important
to Carr’s. Further details are on the pages which follow.
Our Sustainability and Impact Report also contains details of our Health and Safety
reporting (pages 44 and 45 (inclusive)), and TCFD reporting (pages 46 to 64 (inclusive)).
1. Environmental…
– operating
our facilities
– developing our
products
– reporting
transparency
2. Social…
– improving our
workplace
– developing
our people
– enhancing
diversity
and inclusion
– engaging
with our
communities
3. Governance…
– accountability
and oversight
– acting with
integrity
Carr's Group plc | Annual Report and Accounts 2024
Overview Strategic Report Corporate Governance Financial Statements
33
We are acutely aware of our responsibility to contribute positively to the global environment
and believe our products and services support that.
Our agriculture products have been developed over many years to complement grass-based
livestock farming, while our engineering business supports the increasing demand for
sustainable energy solutions worldwide.
Environmental
Operating Our Facilities
Progress on our sustainability goals
requires the support of all our
colleagues across the business.
Their knowledge journey begins with
our new starter induction process, which
covers our approach to the environment
and sustainability. To provide focus
on our environmental objectives, we
established Green Teams at all Carr’s
Group sites during FY23. Our Green
Teams are responsible for considering
resource efficiencies together with the
environmental and social impacts of
our business at a local level.
Green Teams have been crucial in
promoting sustainability and advocating
and implementing sustainable practices
across our businesses. Local initiatives
delivered in FY24 include:
• Increased energy efficiency through
investment in voltage optimisation and
low-energy, motion-controlled lighting
• Lower vehicle emissions by
introducing more electric and hybrid
vehicles to our fleet, as well as
improved journey planning to
reduce traffic between sites
• Waste reduction by eliminating
consumable items from processes
and working with suppliers to provide
sustainable alternatives
Developing Our Products
The evolution of our products is critical
not only to the ongoing success of the
business but also to supporting our
environmental objectives. In Agriculture,
we continue to promote the use of the
Bio-tub
®
, a patented container made
from a blend of ground straw and
wood fibres, which over time, breaks
down, degrades, and disappears.
We also review the recipes for our
supplementation products and FY24
saw a new product introduction at
Afgritech, one of our US subsidiaries,
with reduced palm fat, lessening the
deforestation impact of that product.
In UK Agriculture, we have invested
in a new technical team, bringing
greater capabilities to deliver enhanced
products which will consider not
only the environmental benefit to our
customers and their livestock, but
also the raw material inputs and their
associated impact on the planet.
Reporting Transparency
We are mindful of our wider
responsibilities across the sustainability
agenda and during the year we have
revised our governance structure
to recognise this. In May 2024 we
established a Sustainability and Impact
Committee ("S&IC") to ensure we
focused on the social and governance
aspects of the business, complementing
the existing environmental activities.
The role of the Steering Committee is to
advise the Board on the development,
review and oversight of the Company's
sustainability and impact strategies,
targets, key performance indicators,
policies, procedures, reporting and
disclosures. The Committee is chaired
by our CEO and comprises senior
leaders from across the business.
During FY23 we introduced a reporting
platform across the Group, allowing
us to accurately measure our carbon
footprint, provide insights into each site
and make informed decisions on carbon
reduction strategies. This continues to
be an important pillar in measuring the
progress of our environmental strategy.
This platform will enable us to establish
the full carbon footprint and impact
on our environment under Scopes 1, 2
and 3, which will underpin our journey
to net zero by 2050. This year has seen
the Group take its first step towards
reporting on Scope 3 emissions with
an exercise undertaken this year to
measure employee commuting, and the
associated carbon emissions (see pages
35 and 36 for details). By investigating
employee commuting patterns and
quantifying the associated carbon
emissions, we can identify opportunities
to reduce the carbon footprint
associated with the Group. Improved
understanding of commuting, and travel
in general, will also allow us to consider
the impact of this on our colleagues'
wellbeing and safety.
There are a wide variety of Scope 3
emissions which impact the Group
meaning that reporting will take time
and be progressed over the coming
years. We continue to partner with
World Kinect to record Scope 1 and 2
emissions as well as develop our
Scope 3 reporting.
SUSTAINABILITY AND IMPACT REPORT CONTINUED
34
Carr's Group plc | Annual Report and Accounts 2024
Looking Forward
We have a target of 3.4% energy
reduction year on year which will result
in achieving Net Zero by 2050. The
reduction in energy use during FY24 was
2%, following a 9% reduction in FY23. We
will continue to challenge ourselves to
deliver on our commitments in advance
of 2050.
TCFD
Information in relation to the Task
Force on Climate-Related Financial
Disclosures ("TCFD") can be found on
pages 46 to 64 (inclusive).
Streamlined Energy and
CarbonReporting (“SECR”)
Energy
2
Energy use across the Group in
the year totalled 34,202,553 kWh
(FY23:34,734,015 kWh) of which
10,554,475 kWh of which is attributable
to UK operations
1
(FY23: 8,789,192 kWh).
Methodology
The methodology used followed the
2019 HM Government Environmental
Reporting Guidelines and GHG
Reporting Protocol – Corporate
Standard. The 2023 UK Government's
Conversion Factors for Company
Reporting for all fuels with the exception
of electricity use outside of the UK
was also used. The 2023 United States
Environmental Protection Agency ("EPA")
emissions factors have been used for
electricity consumed in the USA with
respect to regional relevance and 2022
Association of Issuing Bodies ("AIB")
emissions factors have been used for
electricity used in Germany. We have
used an operational approach to define
our boundary and scopes.
The primary source for gas and
electricity energy consumption is
supplier invoices. Where supplies are
not directly billed, the consumption
data was provided by the landlord.
The primary source of data for all other
fuels was delivered quantities. Mileage
data was primarily used to calculate
transport usage. Where data was
unavailable consumption was estimated
based on historic mileage data.
The information used to compile the
SECR (Streamlined Energy Carbon
Reporting) data was collected and
reported in line with the methodology
set out in the UK Government’s
Environmental Reporting Guidelines 2019.
Scope 1 emissions are direct
greenhouse gas ("GHG") emissions
that occur from sources that are
controlled or owned by the Group and
include LPG, mains gas, gas oil, and
company vehicles. Scope 2 emissions
are indirect energy emissions from
electricity purchased by the Group. We
report in terms of CO
2
e (Carbon Dioxide
Equivalent) which includes CO
2
and
other greenhouse gases which enables
reporting based on their relative global
warming potential. Reporting in this way
provides a truer figure of the Group’s
impact on the environment.
Scope 3 Emissions
As Scope 3 emissions are associated
with the operations of the Group that are
not under our direct control, we remain
in the process of collecting primary
data from all our sites, with further
engagement with our supply chain
required to provide an accurate baseline.
As noted above, we have established a
baseline for employee commuting.
Scope 1 and 2 Emissions
tCO
2
e
1
FY24
Change versus
FY23 FY23
Change versus
Baseline
Baseline
FY21
SCOPE 1
Agriculture UK 977 848 896
Agriculture overseas 3,649 4,033 4,977
Engineering UK 183 206 170
Engineering overseas 55 51 5
Head office 199 18 21
Total Scope 1 (tCO
2
e) 5,062 2% 5,156 17% 6,069
1. The figures represent Carr’s Group plc’s operationally controlled sites and do not include other sites such as joint ventures where Carr’s Group plc has no operational control.
2. Figures for FY24 and FY23 are for electricity, LPG, mains gas, gas oil, and company vehicles.
Overview Strategic Report Corporate Governance Financial Statements
35
Carr's Group plc | Annual Report and Accounts 2024
tCO
2
e
1
FY24
Change versus
FY23 FY23
Change versus
Baseline
Baseline
FY21
SCOPE 2
Agriculture UK 380 330 431
Agriculture overseas 909 978 885
Engineering UK 284 276 302
Engineering overseas 279 308 199
Head office 24 27 30
Total Scope 2 (Location-based) (tCO
2
e) 1,877 2% 1,919 -2% 1,847
Agriculture UK 466 238 33
Agriculture overseas 909 978 885
Engineering UK 6 22 –
Engineering overseas 101 99 199
Head office – – –
Total Scope 2 (Market-based) 2 (tCO
2
e) 1,482 -4% 1,428 -33% 1,117
Total Scope 1 kWh's (inc grey fleet Sc3) 27,416,549 28,013,899
Total Scope 2 kWh's 6,786,004 6,720,116
Total Global kWh's 34,202,553 34,734,015
Total UK kWh's 10,544,475 8,789,192
Total emissions (tCO
2
e) Scope 1, 2 &3 6,964 2% 7,075 12% 7,916
Agriculture UK 1,357 -15% 1,178 -2% 1,327
Agriculture overseas 4,558 9% 5,011 22% 5,862
Engineering UK 468 3% 482 1% 472
Engineering overseas 333 7% 360 -63% 204
Head office 248 -456% 45 -385% 51
Intensity metric tCO
2
e/£m turnover 47 4% 49 66
£m Turnover 147 143 120
1. The figures represent Carr’s Group plc’s operationally controlled sites and do not include other sites such as joint ventures where Carr’s Group plc
has no operational control.
Scope 3 Emissions
Commuting
miles
1
Employee tCO
2
e
SCOPE 3
Agriculture UK 387,170 99
Agriculture overseas 244,304 69
Engineering UK 646,783 166
Engineering overseas 380,683 100
Head office 85,849 18
Total 1,744,789 453
1. Mileage included in the employee commuting footprint includes travel by petrol, diesel, electric and hybrid vehicles as well as that completed on foot, by bicycle or
motorcycle. No prior period comparatives are available as data was not recorded in previous periods.
SUSTAINABILITY AND IMPACT REPORT CONTINUED
36
Carr's Group plc | Annual Report and Accounts 2024
As at the date of this report there were 626 colleagues across the Group with 406 located in
the UK, and 220 overseas. Building and retaining a skilled and motivated workforce is crucial
for the Group and we understand the importance of investing in our colleagues and supporting
them, ensuring that we have the appropriate skills the Group needs now and in the future.
Social
Improving Our Workplace
The execution of the first stage of
the Group’s strategy, the disposal of
the Agricultural Supplies business in
October 2022, has driven significant
changes across the Group. Our focus on
the two remaining Divisions, Agriculture
and Engineering, has provided
opportunities to improve the workplace
experience for many colleagues.
Our People strategy is founded on
a restructured Human Resources
function, with central oversight reduced
and business partners joining the
leadership teams in both Divisions.
These new roles allow us to focus on
the specific demands in each business,
better understand the needs of our
colleagues and develop the capabilities
needed to deliver profitable growth for
the Group.
Colleague Engagement
Improving access to communications
has been a priority, with efforts ongoing
to ensure all office-based colleagues
have access to the Group’s intranet,
CarrsConnect. This is an intranet
platform where key messages are
posted and employee news is shared.
During FY24, this has been expanded to
include news from across our sites, an
interactive health and safety platform,
a more accessible approach to benefits
and advice, as well as a database of
policies and procedures. CarrsConnect
will evolve to provide easy access to
information for colleagues, particularly
as we explore ways to improve
communications with those colleagues
who are not office-based.
Communication with colleagues is
also essential for our Board to operate
effectively. Interaction with our Non-
Executive Directors can empower
colleagues, foster inclusivity and
enhance the Board’s understanding
of the business and our people. Board
meetings can be held at operational
sites and individual members of the
Board have also visited locations in
the UK, US and Germany during FY24,
providing a valuable opportunity to
meet our teams and view the operations
of the Group.
Colleague Well-being
Our Employee Assistance Programme
covers all UK employees, with
alternative local programmes available
for Germany and USA. The programme
has continued to support colleagues
through FY24 with a range of support
for mental health, financial issues,
legal support, and medical assistance.
Colleagues have access to a 24-hour
helpline where online information,
advice and newsletters are published.
We understand that colleague well-
being is critical to sustained productivity
and engagement, and refreshed
wellness programmes, focused on
mental health and work-life balance,
are being developed as part of our
social pillar within the People plan.
Overview Strategic Report Corporate Governance Financial Statements
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Carr's Group plc | Annual Report and Accounts 2024
Developing Our People
We believe our people are our greatest
asset. By nurturing their talents, fostering
a culture of continuous learning, and
providing opportunities for career
development, we ensure our team is
equipped to meet future demands.
Throughout the past year, we have
prioritised initiatives that empower our
employees with the skills and resources
they need to excel. Our focus on
professional growth enhances individual
performance and drives collective
success across the organisation.
We believe our people understand
what is needed for us to invest, grow
and evolve as a Group, so we launched
our inaugural Ideas Workshops across
most of the business to hear their voice.
These sessions were designed to
encourage colleagues to give feedback
on where we can improve performance
across the business, and how they felt
we could deliver meaningful change.
One aim of these sessions was for
all colleagues to feel empowered to
contribute to the Group. We asked
everyone to:
• Speak up
• Solve it
• Shape our Future
These sessions delivered hundreds of
ideas for improvement, with themes
as diverse as improving channels for
customer feedback, investing in our
facilities and reducing our impact on
the environment. We have created
project teams to define and execute
key, large-scale initiatives but have
also, for the first time, set up dedicated
Action Communication Teams ("ACT")
across our sites. The ACTs are local,
site-specific teams who will work
with senior leadership to deliver and
implement local suggestions which have
been collated from the sites. We are
committed to regularly showcasing these
initiatives to the Board, which will provide
another opportunity to improve Board
engagement with the wider workforce.
Many of these initiatives provide
opportunities for colleagues to learn new
skills, be involved in projects which would
fall outside their normal responsibilities
and to work with colleagues from across
the business. These activities will form
a key part of the development of our
workforce, individually and collectively,
going forward.
One ongoing initiative is the Carr’s
Engineering Skills Academy, based
in Carlisle, where we actively support
homegrown apprentices and their
professional development. By investing
in the growth of employees and the
community at large, we are confident
in the Group’s ability to achieve
sustainable success in the years ahead.
Learning and development continue
to be focal points at all levels, for new
and existing colleagues. Colleagues
are required to complete mandatory
training modules upon joining the
Group and periodically throughout their
career with Carr’s. We reviewed and
made improvements to our Learning
and Development framework to ensure
its relevance to individual roles and
effectiveness in meeting evolving
organisational needs, all of which
has led to a more tailored approach
for our colleagues. We recognise
that continuous feedback and clear
performance expectations are crucial
to maintaining a high-performing
workforce. To this end, our Performance
Development Reviews ("PDRs") have
been a cornerstone of development
plans, helping individuals grow while
contributing to the Company’s overall
success. Our PDR process is designed
to ensure that all colleagues’ objectives
are aligned with the Company’s strategic
goals by setting clear expectations,
regularly reviewing progress, and
providing constructive feedback.
Employee Recruitment
andRewards
The Group’s approach to colleague
reward is aligned with national
standards, and we regularly review our
rewards package to ensure it remains
competitive. In the UK we have a
comprehensive benefit package which
includes Pensions Contributions, the
Employee Assistance Programme,
Cycle Scheme, Tech Scheme, Give-As-
You-Earn and Carr’s Go Green electronic
vehicle scheme. Internationally,
there are localised benefits which
include subsidised gym membership,
cycle to work scheme, flexitime, and
performance bonuses.
Recruitment processes for leadership
and senior roles throughout the Group
are overseen by our HR leaders,
who encourage internal candidates
alongside external applicants. In
certain cases, independent recruitment
consultants are used to ensure that we
have access to the best talent in the
market. Throughout the year, the senior
leadership team evaluate succession
planning for management roles and
key personnel, as well as leadership
development initiatives and training
programmes across the Group. There
is also now an increased emphasis
on talent management on the Board
agenda, with twice yearly talent
reviews scheduled.
The Sharesave ("SAYE") scheme,
available to all qualifying employees,
including Executives, offers a valuable
opportunity to participate in any success
of the Group. This is a UK-based,
HMRC-approved initiative, based on
a three-year savings contract, which
allows participants to purchase shares
at a discounted price after the specified
period. No performance conditions are
attached, offering a straightforward path
for participants to exercise their options
under the scheme and share in the
success of the Group.
SUSTAINABILITY AND IMPACT REPORT CONTINUED
38
Carr's Group plc | Annual Report and Accounts 2024
Enhancing Diversity and Inclusion
We understand the strength derived
from a range of diverse and new
perspectives and seek to embrace that
in our approach to recruitment, retention
and reward. The Group recognises the
importance of attracting the broadest
and most diverse range of candidates
for all roles within our businesses, and
the benefit such wide-ranging skills,
expertise and experiences brings to
the Group.
We have clear policies in place to
ensure that all decisions relating to
employment practices will be objective,
free from bias, and based upon the
individual needs of the businesses
within the Group. There is a Board
Diversity and Inclusion Policy which
supports the Group’s commitment to
ensuring diverse representation
at Board and Committee level.
The Group’s Equal Opportunities Policy
encompasses existing colleagues as
well as potential colleagues in the
recruitment process and our interview
and recruitment training aligns with our
policies. These focus on ensuring that
we select the right person for every role.
For more information see page43. Details
on employee gender diversity can be
found on page 91 and details on Board
diversity and inclusion can be found on
pages 74 and 75.
The Ideas Workshops (see page 38)
were designed to ensure that all
colleagues, irrespective of gender,
role, location or function, had a voice
which could be heard without fear of
recrimination of any kind. Acting with
Integrity is one of our core values and
sets a clear standard for acceptable
behaviours; we know that if colleagues
are not valued and treated respectfully,
they will take their talents elsewhere.
An inclusive culture is integral to our
values. We are committed to ensuring
that everyone can bring their full self
to work and thrive in their career. The
fair treatment of people with disabilities
during recruitment, employment and
in the event of becoming disabled
during employment is embedded in
the Group’s Equal Opportunities Policy.
We regularly monitor our gender
statistics to ensure that they are
reflective of the industries we work in,
as well as the geographies in which our
businesses operate. Both engineering
and agriculture remain predominately
male workplaces, but we strive to
ensure that female colleagues are
given support to help them thrive and
are considered for career development
roles where their experience and skills
merit it. Our annual pay review ensures
that colleagues undertaking the same or
similar roles are paid equally regardless
of gender, race or any other differences
between colleagues.
Engaging With Our Communities
We understand the impact that
businesses can have on the
communities in which they operate
and we strive to be a force for good
wherever possible. Colleagues
across the business work with local
communities in various forms, including
charitable contributions, voluntary
efforts and other collaborative initiatives.
Spotlight on Bendalls Engineering
We are enormously proud of our role in the Carr’s Engineering Skills Academy based in Carlisle, on which we have worked closely
with Lakes College to provide apprenticeships to local school leavers. Bendalls Engineering had a total of 22 apprentices at the
end of August, supplemented by a September 2024 intake of 13, making up around 39% of the workforce of Bendalls. The skills and
experience our apprentices gain through a combination of classroom teaching and on-the-job experience provides a great starting
point for career development. Apprentice Focus Groups at each site consider how we can improve this experience for future intakes.
The team at Bendalls also participate in a number of local community initiatives including:
Career support • Skills workshops for the unemployed
• Open days and skills fairs
• Work experience for schoolchildren
• Apprentice exchanges
Together for good • First aid training support for local charitable organisations
• Building disabled access ramp for new college
• Electrical equipment testing for local children’s charity
Volunteering and
donations
• Apprentice-built shelters and benches for local not-for-profit organisations
• Planters and hanging baskets for hospice
• Fundraising through local charity events
Overview Strategic Report Corporate Governance Financial Statements
39
Carr's Group plc | Annual Report and Accounts 2024
Governance
Accountability and Oversight
During FY24, the Executive Directors proposed changes to the governance structure relating
to the Board’s oversight of environmental, social and governance matters. The aim was to
ensure that equal focus was given to each element of ESG. This included establishing a new
Sustainability and Impact Steering Committee to focus on the activities of each of the three
areas of Environmental, Social and Governance, and reporting to the Board.
The Board approved the structure as depicted below:
SUSTAINABILITY AND IMPACT REPORT CONTINUED
Nomination
Committee
Remuneration
Committee
Group Risk
Register
Local Risk
Register
Audit and Risk
Committee
Risk register
reviewed by the
Committee and
main risks
discussed at Board
Environmental
Advisory Group
Green Teams
Carr's Group plc
Board
Sustainability and
Impact Steering
Committee
CEO chairs the
Committee and provides
summary of meetings
to the Board
40
Carr's Group plc | Annual Report and Accounts 2024
Green Teams
Green Teams at each of our sites
are responsible for considering
environmental resource efficiencies as
well as the environmental and social
impacts of our business at a local
level. They promote sustainability and
advocate and implement sustainable
practices across our businesses and
also set, monitor and deliver against
local targets. Our Green Teams support
the Environmental Advisory Group.
Environmental Advisory Group
The Environmental Advisory Group
brings together representatives from
the Green Teams. The role of the
Environmental Advisory Group is to
advise the Sustainability and Impact
Steering Committee regarding the
review and oversight of the Company's
strategies, goals, policies, procedures,
performance, and disclosures related to
environmental matters as described in
these terms of reference.
Further details on the work of the
Environmental Advisory Group and the
Green Teams can be found on page 34.
The Sustainability and
ImpactSteering Committee
The Sustainability and Impact Steering
Committee is responsible for setting
and monitoring progress against the
activities of each of the three areas of
Environmental, Social and Governance.
The Committee meets regularly and
comprises members of the Senior
Management Team as well as our
CEO who is the Committee Chair.
Updates from the Committee are
included in each Board meeting as part
of the CEO update or as stand-alone
items if merited.
Board
The Board has oversight of ESG matters
and manages this responsibility through
the governance structure as outlined
on page 40. The CEO report which
is presented at each Board meeting
includes updates from the Sustainability
and Impact Steering Committee as
well as health and safety reports.
The Board Committees also have
delegated responsibility for various
aspects of environmental, social and
governance matters impacting the
Group as detailed below.
Audit and Risk Committee
The Audit and Risk Committee
is responsible for monitoring the
Group’s compliance with climate
change reporting and reviewing the
TCFD disclosures. The Audit and Risk
Committee is also responsible for
reviewing the Group’s internal controls
and risk management systems, as
well as the Group Risk Register, which
includes risks related to ESG matters.
Remuneration Committee
The Remuneration Committee sets
performance-related remuneration
targets aligned with strategy, including
the achievement of environment and
sustainability goals, and assesses
performance against those targets. For
example, environmental performance
measures are linked to the annual bonus
award for the CEO. Individual objectives
for the Senior Management Team also
include ESG matters.
Nomination Committee
Annual Board evaluations together
with skills assessments ensure that the
performance and effectiveness of the
Board and its Committees are regularly
reviewed, and that the Board and Board
Committees possess the right balance of
skills and experience to provide oversight
for matters including ESG matters.
Board Engagement
withStakeholders
The Board is mindful of its duties to
stakeholders, including its employees,
customers, strategic partners, investors
and its communities. Information
about the Board’s engagement with
stakeholders can also be found on
pages 82 to 87.
Sustainability and Impact
RiskReporting
Any material risks and opportunities
identified in connection with
environmental, social or governance
matters are integrated into the Group’s
risk management framework. The Group
Risk Register is reviewed regularly by
the Audit and Risk Committee including
those risks related to ESG matters.
Principal risks are reviewed by the Board
on a twice yearly basis.
For further information about risk
management, please see pages 28 to 31
(inclusive). The Corporate Governance
Report on pages 68 to 125 provides
further details on the role of the
Board and the Board Committees and
the activities which each have been
involved in during FY24.
Overview Strategic Report Corporate Governance Financial Statements
41
Carr's Group plc | Annual Report and Accounts 2024
SUSTAINABILITY AND IMPACT REPORT CONTINUED
Human Rights
We publish our Anti-slavery and
Human Trafficking Statement online
at www.carrsgroup-ir.com. We
are committed to the sustainable
development of our business, including
ensuring that our business and supply
chain remain free from modern slavery
and human trafficking. We will not
undertake business with any third
parties where concerns arise in relation
to unethical business practices and will
accordingly report such circumstances
to appropriate authorities. Our policies
and practices, supported by training on
the issues of modern slavery and human
trafficking, ensure that there are systems
in place to raise awareness, protect
against the risks of slavery and human
trafficking, and to provide a means by
which colleagues can raise concerns.
Whistleblowing
Our Whistleblowing Policy and
independent whistleblowing service,
AAB People (previously known as
SeeHearSpeakUp), is made available
to all personnel 24 hours a day, seven
days a week. This enables colleagues
at any of our global locations to report
concerns easily, anonymously, and in
total confidence. We provide training
in respect of whistleblowing and how
to report any concerns within our
employee induction programme.
Anti-bribery
We operate and encourage a culture
of honesty and openness and we take
a very firm stance against unethical
behaviours including bribery and other
corruption. These behaviours are
prevented through a robust framework of
controls, including standardised policies
and transparent practices, which every
employee is made aware of, as well as
focused training for sales colleagues.
Conflicts of Interest
Our policies require the regular
declaration of gifts and hospitality by
all personnel. The acceptance of gifts
and hospitality are subject to strict
rules underpinned by the policy, and
any matters which could give rise to a
conflict of interest must be declared to
the Group’s Legal Services function.
Charitable Giving
Our Charitable Donations Policy
provides guidance when using
Company funds for financial donations
to ensure accountable and responsible
use of funds.
Tax Transparency
We are committed to tax transparency
and to being fully compliant with all
tax disclosure, payment, and filing
requirements in every country in which
we operate and to paying appropriate
amounts of tax. The Group’s Tax Strategy
and Tax Code of Conduct is published
online at www.carrsgroup-ir.com.
Ethics
Our Code of Ethics brings together
Group-wide policies and best practice
regarding a range of circumstances
which could potentially be encountered
in the modern workplace. It is reflective
of our commitment to high standards
and professional behaviour at all levels
of the organisation. The Code of Ethics
provides us with a framework for
continuous improvement in this area.
Data Security and Privacy
Our Privacy Statement outlines the
Group’s policy on managing the
personal data of all individuals sharing
their personal information with us. During
FY24, through continuous monitoring,
we identified several attempted cyber-
attacks on Group businesses, but no
leaks, thefts, or losses of customer
data were identified as a result of these
attacks and no substantiated complaints
were received concerning breaches of
customer privacy.
Acting With Integrity
We live by our values of excellence, responsibility, innovation and integrity. We lead by
example, and expect our suppliers and our partners to operate with the same high standards
and professionalism. Our policies and practices are designed to ensure that we continue to
operate as an ethical and sustainable business.
42
Carr's Group plc | Annual Report and Accounts 2024
HR Policies
During FY24, we have focused on
updating our Human Resources policies
so they are up-to-date with current
practices and legislation, supportive and
aligned with our values and strategic
goals. By focusing on inclusivity,
colleague well-being and professional
development, we have strengthened our
commitment to creating an environment
where colleagues feel valued and
empowered. Key HR policy development
and implementation include a Flexible
Working Policy and a Capability and
Attendance Management Policy.
Diversity and Equal Opportunities
Our commitment to diversity and equal
opportunities is fundamental to who
we are as a business. We believe that a
diverse workforce enhances innovation,
improves decision-making, and creates
a culture where everyone feels valued
and respected. In the past year, we
have strengthened our efforts to build
an inclusive environment that not only
welcomes diverse perspectives but also
ensures equal access to opportunities
for all colleagues. Our initiatives have
focused on recruitment, development,
and community engagement to
foster a culture that benefits from our
colleagues’ unique backgrounds and
experience. Further information on
diversity and inclusion can be found
on page 39, pages 74 and 75 and on
page91.
Health and Safety
Health and Safety is a key priority. It is
essential that a safe place to work is
provided for our employees and visitors
to sites. Each site has also developed
specific health and safety training
particular to their operational areas. All
colleagues are required to complete
mandatory training modules including
Manual Handling, Slips Trips and Falls,
Working Safely, and Workplace Health
& Safety. More information on Health
and Safety can be found on pages
44 and 45.
Risk Management
Our policies and training strengthen
the risk management framework that
is embedded across our businesses.
In addition to the Group risk register,
business unit and functional risk
registers are in place across our teams,
which enable colleagues at every level
to contribute to our risk assessment and
assurance processes. Colleagues are
encouraged to report all risks. For more
details see pages 28 to 31 (inclusive).
Group Policies
Our Group Policies serve as the
foundation for maintaining consistency,
transparency, and integrity across
all areas of our organisation. These
policies provide clear guidelines for
operational standards, ethical conduct,
and regulatory compliance, helping
us achieve our strategic goals while
upholding our values. Colleagues are
introduced to these policies in our
induction programme and training
modules, and they can access these
policies during their employment via
our intranet service – CarrsConnect.
We regularly review our policies and
practices to ensure that a positive
culture within the businesses remains
a priority for everyone.
Ongoing Training
andDevelopment
As part of their induction to the
Group, all colleagues undertake
mandatory training modules which are
revised and revisited annually. These
training modules focus on ensuring
that colleagues at all levels of our
businesses act safely, professionally,
fairly and with integrity. Colleagues
are required to complete mandatory
modules which are available via our
intranet service – CarrsConnect. Over
the past year we have expanded
our training programmes to provide
colleagues with access to new skills
and career advancement opportunities,
ensuring that they are equipped to excel
in an evolving landscape.
Overview Strategic Report Corporate Governance Financial Statements
43
Carr's Group plc | Annual Report and Accounts 2024
Our cultural safety took a significant step
forward during FY23, with a multi-tier
audit approach adopted, to underpin
our "compliance to care" Health and
Safety ("H&S") principles. This has
continued to evolve during FY24, with
businesses across the Group executing
those actions identified as necessary
improvements to reduce our H&S risk.
SUSTAINABILITY AND IMPACT REPORT CONTINUED
Health and safety
We are committed to creating a culture where health and
safety are top priorities for everyone in the organisation.
We encourage all colleagues to share any safety concerns
they have and where incidents do take place, we embrace
these as learning events. Our aim is to better understand
the processes on which our businesses are founded and
wherever possible, anticipate where potentially unsafe
conditions may arise. We acknowledge that behaviours
will drive performance and are striving to ensure that we
recognise and share good practice wherever possible.
Tier 3 – Tier 2 plus sustainable
H&S Performance (Develop an
organisation of H&S
Leaders at all levels)
Tier 2 – Tier 1 plus a focused
view on low probability/
high severity activities along
with psychological safety
transformation
Tier 1 – Core
Compliance
(Develop a system
for H&S Continuous
Improvement)
Care
Compliance
Tier 3
Tier 2
Tier 1
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H&S Training and Competence
Our learning culture is designed to equip
all colleagues with the necessary skills
and knowledge to prevent incidents
wherever possible. Our colleagues are
expected to consider both the hazards
that could potentially cause harm and
the effectiveness of the barriers in
place to avoid harm should something
go wrong. Mandatory H&S e-learning
training continues for all new joiners
and we have ongoing safety awareness
programmes across our businesses.
We continue to look at ways to reinforce
the importance of safety, through
refreshed messaging and activities. This
year, we introduced "3D" thinking around
everyday activities, asking colleagues
to consider what is Difficult, Different or
Dangerous about the activity they are
planning to undertake.
Each part of the business has local
H&S representatives who support
site-specific training and operational
processes aligned to the industry
standards in which we operate.
Responsibility for colleague, customer
and visitor safety, however, rests with
every individual member of the team.
Sharing Best H&S Practice
In recent years, the team at New
Generational Supplements, one of
our US Agriculture businesses, has
undertaken an annual safety standdown.
During these periods, production is
halted to focus on safety training,
education and culture. This gives all
colleagues an opportunity to assess
and reflect on incident prevention,
as well as consider ways in which they
can work better together to improve
safety performance.
At the most recent standdowns, at our
facilities in South Dakota (June 2024)
and Oklahoma (August 2024) production
was paused for two days.
During that time, dedicated time was
spent on each of the following areas:
• First Aid, CPR, and AED certifications
for all employees
• Required OSHA annual training
• A review of incidents, injuries and their
root causes from the prior year
• Refresher training on how to use our
safety equipment (fire extinguishers,
confined space monitors, harnesses,
LOTO)
• "Safe Food Safe Feed" training
Training is provided by internal subject
matter experts and third parties
where required. Local management
participates in the training throughout the
standdown alongside plant personnel,
demonstrating their commitment to the
safety of all colleagues.
These events underpin the safety
culture at New Generation Supplements
and, in keeping with the sharing of best
practice, a mini safety standdown was
also undertaken during the year at one
of our UK Engineering facilities. This
saw production activities paused for a
shorter duration, and was focused on a
specific risk, but nevertheless provides
evidence to the team that their safety is
of paramount importance.
Health and Safety Performance
The shift in focus towards learning
events when investigating incidents
established in FY23 has helped to
encourage reporting of potential and
minor events, with the number of
potential incidents reported in FY24 (139)
being more than double those reported
in FY23 (62). Each observation or report
also provides an opportunity to learn
and prevent events happening, being
repeated or leading to more serious
incidents. While the progress in hazard
observation and near miss reporting
is positive, there is work to be done to
embed this across all operating sites.
The trends for the Group’s performance
are shown in the table below. These
demonstrate an increase in reportable
incidents overall year on year ("TRIR")
but also highlight a reduction in the
more severe incidents ("LTIR" and "RIR"),
both down on FY23. Our focus remains
on preventing all incidents, regardless
of severity. Figures for prior years in
the table below have been restated,
correcting an error in calculations used
in FY23.
Key Metrics
Lagging Performance FY24 FY23 FY22
Lost Time Incident Rate ("LTIR") x 100k 0.26 0.74 0.34
Reportable Incident Rate ("RIR") x 1 million hours 3.42 8.83 3.39
Injury Incident Frequency Rate ("IIFR") x 100k 4.53 4.12 2.03
TRIR x 1 million hours 14.53 13.98 5.09
RIDDOR/OSHA 1 2 0
All Incidents 53 56 24
TRIR: Fatalities, days away from work, restricted work, medical treatment beyond
first aid, loss of consciousness or a significant injury, illness or disease diagnosed by
a doctor or physician.
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Carr's Group plc | Annual Report and Accounts 2024
TCFD DISCLOSURES
Our approach to
climate change
Introduction
This section presents our FY24 climate-related financial disclosures, aligned with FCA Policy Statement 20/17 and listing rule
LR 9.8.6R(8). This year marks our third year reporting against the Task Force on Climate-related Financial Disclosures ("TCFD")
framework, demonstrating our commitment to begin integrating climate-related considerations into our business strategy and
decision-making processes. Since our previous disclosure in the FY23 Annual Report and Accounts, there have been several
notable changes, detailed throughout this report, which reflect our dedication to enhancing transparency.
The TCFD is an internationally recognised initiative with a primary objective of improving understanding of the material financial and
operational implications of climate change, enabling more informed decisions in investment, lending, and insurance underwriting.
By fostering transparency with stakeholders, the TCFD seeks to strengthen the resilience of the financial system and facilitate a
smooth transition to a sustainable, low-carbon economy.
A key area of progress this year includes conducting a qualitative scenario analysis to evaluate both previously identified and
newly recognised climate-related risks and opportunities. This analysis has provided deeper insights into the potential impacts of
climate change under various plausible future scenarios, enabling us to identify mitigation strategies and identify opportunities for
sustainable growth.
The following sections of this report analyse our performance against the 11 recommended disclosures, organised within the four
TCFD pillars: Governance, Strategy, Risk Management, and Metrics and Targets.
Governance
1. Describe the Board’s oversight of climate-related risks and opportunities;
2. Describe management’s role in assessing and managing climate-related risks and opportunities.
In FY24, we made enhancements to our environmental governance structure, aiming to streamline reporting processes and
incorporate broader social and governance elements. Our governance structure is detailed visually on page 40.
The CEO and the Board hold ultimate responsibility for overseeing and executing the agenda for climate-related risks and
opportunities. The former Environmental Steering Group has been succeeded by the Sustainability and Impact Steering Committee
(S&IC), chaired by the CEO, and the Environmental Advisory Group ("EAG"), which reports directly to the S&IC. In FY24, there
were seven Board meetings scheduled. Climate-related issues are communicated to the Board through the CEO, who provides
summaries of the S&IC’s discussions at the Board meetings, either as part of the CEO’s update or as a standalone item if necessary.
Climate-related risks, as with other risks, were reported through Local Risk Registers and subsequently consolidated into the Group
Risk Register. The Audit and Risk Committee review the Group Risk Register, including climate-related risks, on a regular basis.
Looking forward, it has been agreed that this review will occur at every Audit and Risk Committee meeting. Principal risks were
discussed at the Board level twice this financial year.
Customer feedback on environmental concerns is taken into consideration during product management and development.
Climate-related issues are considered within our risk management policies through their inclusion into the Local and Group Risk
Registers, however they are not addressed within annual budgeting. There are some limited incentives for sustainability actions,
captured within general incentive plans, but they are not specifically addressed within the business planning processes. Climate
considerations do not currently influence our strategy or major plans of action, and are not currently considered in relation to
capital expenditures, acquisitions or divestments.
However, climate and sustainability targets are embedded within our core business objectives. The CEO’s non-financial
performance objectives include specific sustainability and impact targets, agreed upon with the Remuneration Committee
following recommendations from the Board Chair. The Board Chair regularly evaluates the CEO’s performance against these
targets and advises the Remuneration Committee on outcomes after the performance period, which typically aligns with the
financial year. Remuneration targets associated with environmental and sustainability objectives have been expanded to place
increased emphasis on social and governance factors, ensuring more comprehensive alignment with our broader ESG agenda.
The S&IC, through the CEO, advises the Board on sustainability and impact strategies, targets, KPIs, policies, procedures, and
disclosures, covering all ESG matters. The S&IC includes at least four members, including the Group’s CEO, management, and
representatives from across the Group with relevant expertise in sustainability strategy and target-setting. The committee meets
46
Carr's Group plc | Annual Report and Accounts 2024
at least three times annually and receives input from the EAG, which met twice during this financial year – in February 2024 and
April 2024, at which time it was called the Environmental Steering Group. The EAG comprises representatives from across our
operational sites and head office, comprising management and board-level members. The EAG was chaired by the Environment
and Sustainability Manager, who reported updates to the CEO to include in S&IC meetings.
The Group has ten Green Teams, each tasked with enhancing resource efficiencies and managing the environmental and social
impacts of operations at the local level. These teams establish, monitor, and deliver on local targets, actively promoting sustainable
practices across the Group. New members of the Green Teams are encouraged to complete environmental training available
online through the Group’s intranet. Initiatives led by the Green Teams during the financial year included installing LED and motion-
sensor lighting, conducting a detailed review of waste management processes, and implementing voltage optimisation.
Our ongoing climate-related target from the previous year is Net Zero Scope 1 and Scope 2 emissions by 2050, targeting a
decrease of 3.4% per annum. New climate-related targets have been established through collaboration between our CEO and
Deputy Company Secretary alongside our external sustainability consultant. Our climate-related metrics and targets are further
detailed in Metrics and Targets on pages 62 to 64 (inclusive). Our new climate-related metrics and targets have not yet been
integrated into action plans to mitigate climate-related risks or take advantage of climate-related opportunities. No processes have
currently been put in place for monitoring of our new climate-related targets, with no Board oversight as of yet.
Strategy
3. Describe the climate-related risks and opportunities the organisation has identified over the short,
medium, and long term;
4. Describe the impact of climate-related risks and opportunities on the organisation’s businesses, strategy,
and financial planning.
In our previous TCFD disclosure within the FY23 Annual Report and Accounts, we conducted a comprehensive evaluation of
both physical and transitional climate-related risks, examining their severity, timescale, potential impact, and potential mitigation
strategies. We defined short-, medium- and long-term horizons to align with our Group’s planning cycle as well as our risk and
viability statement approach, ensuring a structured approach to risk assessment. This year, we have further advanced our risk
assessment process by undertaking a qualitative scenario analysis on our principal risks. Through this analysis, we now evaluate
existing and newly recognised risks and opportunities across varying climate scenarios in addition to the three time horizons. This
enhanced approach provides a more specific understanding of potential impacts under diverse climate conditions, enabling more
resilient strategic planning to be undertaken. The climate-related risks and opportunities scanning and subsequent qualitative
scenario analysis was completed in collaboration with our external sustainability consultant, McGrady Clarke, with input from the
CEO and the Deputy Company Secretary.
Time Horizons
For this year’s assessment, the timescales remain unchanged, as follows:
• “short-term” – risks with a horizon of between one year and three years
• “medium-term” – risks with a horizon of between three years and eight years
• “long-term” – risks with a horizon of more than eight years
Climate Scenarios
In order to qualitatively assess our updated climate-related risks and opportunities list, we have chosen to utilise three of the
Shared Socioeconomic Pathways ("SSPs") from the Intergovernmental Panel on Climate Change’s (IPCC) Sixth Assessment
Report. Each pathway represents a distinct trajectory for global social, economic, and environmental conditions, providing a
comprehensive view of potential impacts on our business:
SSP 1: Sustainability
This pathway is aligned with the goals of the Paris Agreement, envisioning a sustainable future with robust cooperation at local,
national, and international levels, thus reducing emissions and limiting global temperature rise. In SSP 1, proactive climate policies
and the implementation of new strict climate-related laws are adopted globally, leading to significant investments in renewable
energy, energy efficiency, and sustainable practices across industries.
Overview Strategic Report Corporate Governance Financial Statements
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TCFD DISCLOSURES CONTINUED
SSP 3: Regional Rivalry
SSP 3 describes a fragmented world whereby geopolitical tensions, economic and social disparities, and regional divisions lead to
limited international cooperation on climate action. Under this pathway, each region prioritises its own energy security, resource
access and economic growth. This leads to reliance on domestic fossil fuel sources and relaxed environmental regulations,
hindering global mitigation and adaptation efforts.
SSP 5: Fossil-fuelled Development
In SSP 5, the world pursues rapid economic growth driven primarily by fossil fuels, resulting in high greenhouse gas emissions and
environmental degradation. Public support for green funding measures such as carbon taxes decline, favouring cheaper fossil fuels
and prioritising urban and societal gains over environmental protection. This scenario anticipates relying on advanced technologies
to address the severe environmental impacts. While this pathway initially reduces transition risks, given limited regulatory
restrictions, it is unsustainable as the eventual need for decarbonisation becomes pressing.
Impact of Climate-related Risks and Opportunities
The process for the quantification and prioritisation of climate-related risks and opportunities is discussed in the Risk Management
section. We conducted a materiality assessment on all previously identified climate-related risks, as well as an assessment of
additional climate-related risks and opportunities. These risks included both transition risks, which are associated with the shift
to a low-carbon economy, and physical risks resulting from physical climatic changes. The opportunities identified were linked to
various aspects including resource efficiency, energy sourcing, products and services, market potential, and resilience.
The refined selection of climate-related risks and opportunities, in addition to their potential impacts in the specified time horizons
and climate scenarios are outlined the table below. The climate-related risks and opportunities were rated based on our risk matrix
for impact, which takes into account the predicted impact and probability of each risk and opportunity in the different SSPs and time
horizons.
Summary of Climate-related Risks
Climate-related Risks
SSP 1 Sustainability SSP 3 Regional Rivalry
SSP 5 Fossil-fuelled
Development
Short Medium Long Short Medium Long Short Medium Long
Physical
Risks
Acute Extreme Weather Events 2 4 6 4 6 9 4 6 9
Chronic
Water Scarcity 12 9 6 12 12 16 12 9 16
Rising Mean
Temperatures
6 9 6 6 12 12 6 9 16
Transition
Risks
Market
Loss of Clients due to
Poor Environmental
Performance
12 15 20 9 9 6 4 6 9
Policy
and
Legal
Exposure to Litigation 12 12 9 9 6 16 12 8 6
Enhanced Emissions-
Reporting Obligations
12 12 16 12 16 16 12 8 6
Mandates on and
Regulation of Existing
Products and Services
6 8 12 6 9 12 6 4 2
Changing Insurance
Landscapes
6 12 12 8 12 16 6 9 12
Reputation
Negative Press Coverage
Related to Support of
Projects or Activities with
Negative Impacts on the
Climate
12 16 20 12 9 9 9 6 4
Greenwashing Accusations 12 16 20 12 8 6 9 12 12
Technology
Costs to Transition to Lower
Emissions Technology
8 8 10 6 8 8 6 9 6
Increased Cost of Raw
Materials
8 12 15 8 15 20 9 12 16
Scoring above is based on consideration of impact and likelihood of each risk and opportunity (details on page 61).
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Carr's Group plc | Annual Report and Accounts 2024
Climate-related Physical Risk – Acute: Extreme Weather Events
The increasing intensity of extreme weather events such as storms and flooding disrupts operations, damages infrastructure,
and pressures supply chains. These events can lead to impacts of increased operational costs and logistical challenges, affecting
overall productivity and financial performance. This risk is expected to impact the whole of the Group, with worst impacts
potentially occurring within the USA and UK.
SSP
Time Horizon
Description
Short Medium Long
SSP 1
2 4 6
Enhanced global emissions reductions and investments in climate adaptation
infrastructure mitigate the worst impacts of extreme weather, but disruptions may
persist in areas with lagging adaptation efforts.
SSP 3
4 6 9
Fragmented climate policies and limited investment in climate resilience worsen
extreme weather impacts, causing inconsistent adaptation, supply chain disruptions,
and increased costs.
SSP 5
4 6
9
Rapid economic growth prioritises technology over sustainability, offering localised
resilience in wealthier regions but leaving many vulnerable to worsening extreme
weather impacts.
Potential mitigation measures:
• Develop contingency logistics plans with alternative transportation routes.
• Diversify raw material sourcing and establish alternative supplier partnerships within different regions.
• Invest in flood defences, storm-resistant construction, and drainage systems at at-risk locations.
• Use advanced weather monitoring and predictive analytics for proactive disruption planning.
• Train staff in climate risk preparedness and emergency response protocols.
Climate-related Physical Risk – Chronic: Water Scarcity
Reduced water availability poses significant risks to agriculture and industrial processes, leading to increased operational costs and
competition for limited resources. Water scarcity also raises regulatory and reputational risks, particularly in water-stressed areas.
This risk is expected to impact our Agriculture Division. Expected impacts include disruptions to operations and supply chains,
leading to increased costs, as well as damage to infrastructure, raw material supply, and manufacturing processes. Additionally,
droughts in key markets such as the southern US states have reduced cattle herd sizes in recent years, directly reducing the
addressable market in these regions.
SSP
Time Horizon
Description
Short Medium Long
SSP 1
12 9 6
International cooperation and sustainable resource management are likely to improve
water conservation efforts. Advanced technologies and governance further alleviate
water stress, enhancing long-term resilience for industries like agriculture.
SSP 3
12 12 16
Limited global cooperation and inadequate investment in water infrastructure
exacerbate water scarcity risks, leading to supply chain disruptions and rising
operational costs in water-intensive sectors.
SSP 5
12 9
16
Economic growth supports short-term water management through technological
advances, but prioritisation of resource-intensive activities and insufficient environmental
focus worsen water scarcity risks in the long term, particularly in vulnerable regions.
Potential mitigation measures:
• Invest in water-efficient technologies and recycle and reuse systems.
• Collaborate with local organisations to secure sustainable water sources in high-risk areas.
• Prioritise drought-resistant crops and optimise water use in livestock operations.
• Educate teams on water conservation practices to promote sustainable use.
• Partner with suppliers committed to efficient water management.
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TCFD DISCLOSURES CONTINUED
Climate-related Physical Risk – Chronic: Rising Mean Temperatures
Higher temperatures affect productivity and increase cooling and energy costs, potentially reducing yields and worker performance in
high-heat environments. Rising temperatures also intensify health and safety risks and necessitate costly facility adaptations. This risk
is expected to impact the whole of the Group. Potential impacts include higher costs and supply challenges in water-stressed or less
developed regions, as well as risks to agricultural productivity, livestock health, and product quality.
SSP
Time Horizon
Description
Short Medium Long
SSP 1
6 9 6
Global collaboration and proactive climate policies should mitigate some temperature-
related risks through adaptation strategies. Advancements in technology and sustainable
practices limit long-term negative impacts on agricultural productivity and infrastructure.
SSP 3
6 12 12
Weak global cooperation and limited adaptation exacerbate temperature-related risks,
intensifying challenges for crop yields, livestock health, and operational efficiency,
especially in vulnerable regions.
SSP 5
6 9
16
Economic growth and technological innovation help manage immediate temperature-
related risks. In the long-term, prioritisation of high-emission industries without sufficient
climate adaptation increases exposure to long-term negative impacts on productivity
and operational costs.
Potential mitigation measures:
• Adjust livestock feed formulations to address heat stress and maintain productivity.
• Upgrade equipment to withstand high temperatures and ensure operational continuity.
• Strengthen cooling systems, adopt heat-resistant infrastructure, and provide shaded areas
with hydration stations to protect workforce health.
• Introduce monitoring systems to track temperature impacts and optimise management.
Climate-related Transition Risk – Market: Loss of Clients due to Poor Environmental Performance
Clients prioritising sustainability may shift spending to competitors with better environmental performance. Failing to meet
customer expectations risks reputational damage and loss of market share. This risk is expected to impact the whole Group.
Potential impacts include client and investor loss from failing to meet sustainability standards, as well as reduced revenue and
competitiveness due to reputational damage.
SSP
Time Horizon
Description
Short Medium Long
SSP 1
12 15 20
Heightened sustainability expectations drive clients to favour responsible suppliers,
making strong environmental credentials essential for competitiveness and market
retention.
SSP 3
9 9 6
Inconsistent policies and inconsistent demands create uneven pressures, with
businesses in regulated regions facing higher risks of client loss and market
misalignment.
SSP 5
4 6
9
A focus on economic growth reduces immediate environmental pressures,
although progressive clients in certain industries may demand stronger
environmental commitments.
Potential mitigation measures:
• Establish clear carbon reduction and sustainability targets across the Group.
• Monitor customer expectations and adjust offerings to align with green priorities.
• Build robust sustainability marketing campaigns to retain customer trust.
• Regularly report on environmental performance and supply chain progress to clients and stakeholders.
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Climate-related Transition Risk – Policy and Legal: Exposure to Litigation
Increased scrutiny over emissions and inadequate risk disclosures from investors, insurers and shareholders heightens the risk of
climate-related litigation. Legal challenges can result in potential impacts of financial penalties, reputational damage, and rising
compliance costs. This risk is expected to impact the whole Group.
SSP
Time Horizon
Description
Short Medium Long
SSP 1
12 12 9
Strong global climate action and regulatory alignment increase compliance demands,
but proactive adaptation reduces the risk of litigation. Over time, comprehensive
climate frameworks minimise litigation exposure through robust transparency and
sustainability practices.
SSP 3
9 6 16
Weak global coordination and fragmented regulations lead to inconsistent compliance,
heightening the risk of legal challenges. Over the long term, intensifying climate
impacts and delayed regulatory enforcement result in widespread litigation against
organisations with inadequate climate disclosures.
SSP 5
12 8
6
Litigation risks are reduced by economic growth and innovation taking priority over
sustainability reporting.
Potential mitigation measures:
• Strengthen compliance with environmental standards to reduce legal risks.
• Maintain transparent reporting and align with best practices for emissions reduction.
• Regularly train staff on regulatory obligations and proactive risk management.
• Develop a robust governance framework to ensure accountability and sustainability.
Climate-related Transition Risk – Policy and Legal: Enhanced Emissions-Reporting Obligations
Governments are implementing stricter emissions-reporting standards, requiring detailed climate disclosures. These mandates have
potential impacts of increasing administrative and operational burdens as well as compliance costs, whilst failure to meet reporting
standards can lead to financial penalties and reputational risks. This risk is projected to impact the whole of the Group.
SSP
Time Horizon
Description
Short Medium Long
SSP 1
12 12 16
Harmonised global climate policies drive standardised emissions reporting, increasing
compliance costs but enhancing transparency and accountability.
SSP 3
12 16 16
Fragmented regulations create inconsistent reporting obligations, increasing
inefficiencies, compliance risks, and potential financial, operational and reputational
impacts for multinational operations.
SSP 5
12 8
6
Limited regulatory enforcement prioritises economic growth, keeping reporting
obligations lenient but inconsistent across regions.
Potential mitigation measures:
• Align emissions reporting with industry best practices and calculate Scope 3 emissions.
• Train teams on emerging standards and conduct regular internal reviews.
• Monitor and adapt to evolving regulations to ensure compliance.
• Apply 5S standards to improve efficiency and reduce environmental impact.
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TCFD DISCLOSURES CONTINUED
Climate-related Transition Risk – Policy and Legal: Mandates on and Regulation of Existing Products and Services
Stricter regulations on emissions and sustainability across supply chains increase compliance complexity and costs. Meeting these
evolving mandates requires significant operational adjustments and investments in sustainable technologies. This risk is expected
to impact the whole Group. Potential impacts include increased costs to adapt products and operations to stricter environmental
standards, as well as reputational and financial risks from delayed compliance with evolving regulations.
SSP
Time Horizon
Description
Short Medium Long
SSP 1
6 8 12
Coordinated global climate action increases compliance costs but fosters innovation
through stringent regulations and adoption of low-carbon products.
SSP 3
6 9 12
Inconsistent regional regulations increase compliance costs, operational risks, and market
access challenges in stricter jurisdictions with advanced environmental standards.
SSP 5
6 4
2
Minimal regulation prioritises economic growth, allowing businesses to continue
operations with limited environmental constraints.
Potential mitigation measures:
• Regularly review operations for compliance improvement opportunities.
• Partner with suppliers to ensure product traceability and alignment with environmental goals.
• Conduct internal and third-party audits to ensure compliance.
• Allocate a budget for unexpected compliance needs to respond swiftly to new mandates.
Climate-related Transition Risk – Policy and Legal: Changing Insurance Landscapes
Rising climate risks are causing insurers to reassess coverage and raise premiums for high-risk sectors. These changes could
impact the organisation by increasing operational costs and limiting coverage availability, particularly in vulnerable regions. It is
projected that this risk will impact the Group as a whole.
SSP
Time Horizon
Description
Short Medium Long
SSP 1
6 12 12
Insurers' integration of climate-related risks increases costs but rewards sustainable
practices with tailored coverage while penalising high-risk operations.
SSP 3
8 12 16
Fragmented insurance markets and rising climate-related claims drive higher
premiums, reduced availability, and increased risk absorption for vulnerable sectors.
SSP 5
6 9
12
Minimal regulatory oversight keeps premiums relatively stable, but insurers may
selectively adjust coverage for high-risk activities.
Potential mitigation measures:
• Communicate openly and effectively with insurers regarding mitigation measures.
• Increase reserve funds to manage potential financial exposure from coverage gaps.
• Diversify insurance providers, exploring options with climate risk coverage specialists for policies aligned with our needs.
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Climate-related Transition Risk – Reputation: Negative Press Coverage Related to Support of Projects or
Activities with Negative Impacts on the Climate
Associations with high-emission industries or unsustainable practices attract negative scrutiny, impacting reputation. Transparent,
sustainable sourcing and operational practices are critical to maintaining trust and mitigating reputational risks. It is predicted that
this climate-related risk is likely to particularly impact the Agriculture Division. Potential impacts include reputational damage and
reduced investor confidence due to media scrutiny, as well as increased pressure to enhance sourcing and sustainability practices.
SSP
Time Horizon
Description
Short Medium Long
SSP 1
12 16 20
Amplified public awareness and climate policies increase scrutiny, making
unsustainable associations a significant risk to reputation, market position, and investor
confidence.
SSP 3
12 9 9
Uneven regulations create varied scrutiny, with businesses in stricter regions or
prominent industries facing heightened reputational risks.
SSP 5
9 6
4
Economic growth-focused policies reduce immediate scrutiny, though environmentally
progressive stakeholders may still highlight harmful practices.
Potential mitigation measures:
• Commit to sustainable sourcing and transparent practices for materials like palm oil and molasses.
• Collaborate with suppliers to enhance transparency, set environmental standards, and ensure responsible sourcing.
• Invest in climate-friendly alternatives to reduce reliance on high-risk resources, prioritising certified suppliers from
biodiversity-supporting regions.
• Partner with independent auditors to validate supply chain sustainability claims and establish traceability systems
to document sustainable practices and align with environmental goals.
Climate-related Transition Risk – Reputation: Greenwashing Accusations
Exaggerating sustainability claims risks reputational damage and stakeholder distrust. Ensuring transparency and substantiating
environmental initiatives are essential to avoiding such allegations. This risk is expected to affect the whole Group. Potential
impacts include reputational and financial risks from perceived misrepresentation of sustainability efforts, as well as potential loss
of clients and investors prioritising genuine environmental commitments.
SSP
Time Horizon
Description
Short Medium Long
SSP 1
12 16 20
Rising transparency expectations and stringent regulations enhance greenwashing risks,
making verifiable sustainability claims essential to avoid reputational and financial liabilities.
SSP 3
12 8 6
Fragmented regulations expose organisations in progressive regions to credibility risks,
with strong environmental activism amplifying reputational challenges. Continued
regulatory disparities may limit widespread accountability.
SSP 5
9 12
12
Market-driven sustainability increases greenwashing risks, as businesses prioritise
growth and technology advances. This may lead to advancements in real-time tracking
and data accessibility which can expose misleading sustainability claims.
Potential mitigation measures:
• Back sustainability claims with measurable, transparent data and align with global ESG reporting standards.
• Train employees on ESG standards, greenwashing risks, and best practices.
• Set specific, measurable targets aligned with industry standards and track progress annually.
• Engage stakeholders to define realistic climate goals, provide transparent updates, and acknowledge areas for improvement.
• Partner with reputable organisations for independent audits and certifications.
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TCFD DISCLOSURES CONTINUED
Climate-related Transition Risk – Technology: Costs to Transition to Lower Emissions Technology
Shifting to lower-emission technologies involves significant upfront investment in equipment and infrastructure. Delays or
inadequate adaptation may result in operational inefficiencies. This risk is expected to impact the whole of the Group. Potential
impacts include high investment costs for emissions-reducing upgrades and the risk of delays leading to regulatory non-
compliance and competitive disadvantage.
SSP
Time Horizon
Description
Short Medium Long
SSP 1
8 8 10
Government incentives drive cleaner technology adoption, reducing costs and fostering
innovation, while lagging organisations face competitive and regulatory challenges.
SSP 3
6 8 8
Limited global collaboration and inconsistent support increases transition costs, with
delayed technology adoption leading to higher expenses and inefficiencies.
SSP 5
6 9
6
Rapid economic growth prioritises traditional energy, keeping transition costs high
– market-driven adoption initially burdens early movers but later benefits from
technological advances.
Potential mitigation measures:
• Prioritise investment in energy-efficient technologies and renewable systems.
• Develop cost-benefit analyses to identify high-impact upgrades.
• Continuously evaluate and adopt the Best Available Techniques for renewable and low-emission technologies.
Climate-related Transition Risk – Technology: Increased Cost of Raw Materials
Climate-related disruptions increase costs and uncertainty for critical raw materials, which potentially impacts supply chain stability
and raises production expenses, affecting profitability. It is most likely that this risk will impact the Agriculture Division of our operations.
SSP
Time Horizon
Description
Short Medium Long
SSP 1
8 12 15
A global sustainability focus increases costs for high-emission materials, encouraging
alternatives and benefiting organisations adopting sustainable practices.
SSP 3
8 15 20
Fragmented policies and resource scarcity drive raw material shortages and price volatility,
with rising costs disproportionately affecting regions with limited supply chain access.
SSP 5
9 12
16
High industrial demand increases raw material costs, while technological advancements
mitigate pressures, but resource competition challenges traditional material reliance.
Potential mitigation measures:
• Diversify suppliers and establish long-term agreements and collaborate to improve resource efficiency and traceability.
• Explore alternative materials and integrate circular economy practices.
• Maintain inventory buffers for critical inputs to reduce supply chain risks.
• Regularly monitor market conditions and climate impacts on key materials.
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Carr's Group plc | Annual Report and Accounts 2024
Summary of Climate-related Opportunities
Climate-related Opportunities
SSP 1 Sustainability SSP 3 Regional Rivalry
SSP 5 Fossil-fuelled
Development
Short Medium Long Short Medium Long Short Medium Long
Opportunities
Energy
Systems
Promotion of
Low-Carbon
Energy Solutions
8 15 20 8 6 2 8 6 2
Markets
Improved Finances
Through Access to New
Markets and Green
Product Development
8 15 20 8 6 2 8 6 9
Products
and
Services
Development of
Climate-Resilient
Nutrition Solutions
12 12 20 12 12 6 12 12 16
Low-Carbon
Nutrition Solutions
15 20 25 12 9 6 15 12 6
Reputational Benefits
Resulting in Increased
Demand for Goods/
Services
9 16 20 9 12 12 9 6 8
Resilience
Monitoring of Medium-
and Long-Term Risks
10 15 15 10 6 12 10 12 12
Market Expansion
and Resilience
8 12 20 6 6 4 8 6 8
Enhanced Supply Chain
Resilience through
Resource Substitution
and Diversification
6 12 20 6 6 8 6 6 12
Resource
Efficiency
Use of More Efficient
Production and
Distribution Processes
12 16 20 12 8 8 12 8 12
Reduced Water Usage
and Consumption
15 15 15 12 12 12 12 12 15
Scoring above is based on consideration of impact and likelihood of each risk and opportunity (details on page 61).
Overview Strategic Report Corporate Governance Financial Statements
55
Carr's Group plc | Annual Report and Accounts 2024
TCFD DISCLOSURES CONTINUED
Climate-related Opportunity – Energy Systems: Promotion of Low-Carbon Energy Solutions
Promoting low-carbon energy solutions supports the adoption of sustainable energy sources with minimal emissions. This positions
companies to lead the transition from fossil fuels and meet growing demand for clean energy. This opportunity is expected to impact
our Agriculture Division. Potential impacts include building a reputation as a sustainability leader and attracting environmentally
conscious stakeholders.
SSP
Time Horizon
Description
Short Medium Long
SSP 1
8 15 20
International cooperation and policy incentives drive demand for low-carbon energy,
enabling the Group to align with global goals and strengthen our sustainability
leadership.
SSP 3
8 6 2
Weak global alignment restricts low-carbon energy opportunities to select regions, with
fragmented adoption driven by local sustainability efforts and climate pressures.
SSP 5
8 6
2
Economic growth and innovation boosts private investment in low-carbon energy,
enabling the Group to develop technologies and partnerships, enhancing profitability
and competitiveness.
Potential harnessing measures:
• Invest in low-carbon energy partnerships.
• Advocate for low-carbon policies in industry forums and discussions.
• Explore opportunities to include low-carbon solutions in product portfolios.
Climate-related Opportunity – Markets: Improved Finances through Access to New Markets and Green
Product Development
Accessing new markets and developing green products enhances financial performance by meeting the growing demand for
sustainable goods. By aligning products with environmental values, organisations can attract a wider customer base and gain a
competitive edge in an evolving economy. It is expected that this opportunity will impact our Agriculture Division. Potential impacts
include opening new revenue streams through sustainable product offerings and enhancing investor appeal by aligning with green
market trends.
SSP
Time Horizon
Description
Short Medium Long
SSP 1
8 15 20
Global collaboration and sustainability-driven markets boost demand for low-carbon
products, expanding our portfolio and strengthening financial performance.
SSP 3
8 6 2
Regional disparities in green demand require tailored offerings and focused sustainable
innovation to address market limitations and sustain competitiveness.
SSP 5
8 6
9
Economic growth and innovation drive niche opportunities for green products, with
scaling reliant on aligning offerings to market-driven demand.
Potential harnessing measures:
• Focus R&D on environmentally friendly products such as low-carbon nutrition solutions.
• Target markets with demand for climate-resilient or low-emission products.
• Partner with industry groups and suppliers committed to green standards.
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Carr's Group plc | Annual Report and Accounts 2024
Climate-related Opportunity – Products and Services: Development of Climate-Resilient Nutrition Solutions
Developing climate-resilient nutritional supplements involves formulating products that adapt to diverse agricultural conditions
and reduce reliance on climate-sensitive ingredients. By incorporating locally sourced alternatives where possible, this opportunity
could have impacts of enhancing supply chain stability, mitigating climate-related risks, and supporting sustainable agricultural
practices. Our Agriculture Division is predicted to be impacted by this opportunity.
SSP
Time Horizon
Description
Short Medium Long
SSP 1
12 12 20
Global sustainability efforts boost demand for climate-resilient feed products,
positioning the Group as a leader in sustainable agriculture.
SSP 3
12 12 6
Regional disparities and weak collaboration concentrate demand for climate-resilient
feed in high-stress areas, while inconsistent infrastructure limits global opportunities.
SSP 5
12 12
16
Economic growth and innovation drive cost-effective, climate-resilient feed development,
offering opportunities to scale and strengthen profitability and market position.
Potential harnessing measures:
• Invest in R&D to create climate-resilient formulations.
• Collaborate with experts to develop nutritionally effective solutions for diverse climates.
• Continue to conduct trials to ensure product performance under varying conditions.
Climate-related Opportunity – Products and Services: Low-Carbon Nutrition Solutions
Providing low-carbon nutrition solutions entails developing products that support animal health while reducing environmental
impact. Product development is vital to making progress and turning this into viable commercial opportunity, aligning with increasing
demand for sustainable practices and enabling organisations to innovate and strengthen their market position. Our Agriculture
Division is predicted to be impacted by this opportunity. Potential impacts include enhanced competitiveness and customer loyalty
through sustainable offerings, along with strengthened ESG commitments and alignment with global climate goals.
SSP
Time Horizon
Description
Short Medium Long
SSP 1
15 20 25
Global cooperation and environmental awareness enhance demand for low-carbon
nutrition, enabling market expansion and strengthening sustainability and competitiveness.
SSP 3
12 9 6
Limited collaboration and regional disparities hinder low-carbon product demand,
creating growth challenges and supply chain constraints in fragmented markets.
SSP 5
15 12
6
Economic growth and innovation drive competition, enabling the Group to expand
cost-effective low-carbon nutrition solutions in a dynamic market.
Potential harnessing measures:
• Develop feed with reduced carbon footprints using low-emission ingredients.
• Partner with sustainable suppliers and implement energy-efficient production methods.
• Educate and market to customers on the benefits of low-carbon products.
• Use customer feedback to refine products continually.
Overview Strategic Report Corporate Governance Financial Statements
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TCFD DISCLOSURES CONTINUED
Climate-related Opportunity – Products and Services: Reputational Benefits Resulting in Increased Demand
for Goods/Services
Reputational benefits drive increased demand for goods and services when organisations demonstrate strong environmental
and social responsibility. A positive reputation enhances brand image, attracting sustainability-focused customers and investors.
It is predicted that this opportunity will impact our Agriculture operations. Potential impacts include attracting environmentally
conscious customers and ESG-focused investors, while building brand trust and driving competitive market advantage.
SSP
Time Horizon
Description
Short Medium Long
SSP 1
9 16 20
Leveraging sustainability initiatives is able to attract increasingly eco-conscious customers
and investors, boosting demand and strengthening brand loyalty and market leadership.
SSP 3
9 12 12
Uneven global sustainability priorities necessitate targeted reputation-building
in eco-aware markets to sustain demand amid fragmented climate progress.
SSP 5
9 6
8
Rapid growth and competition create niche opportunities for our low-carbon products
in eco-conscious segments. Economic focus persists, but credible environmental
leadership secures demand in sustainable markets.
Potential harnessing measures:
• Highlight emissions reduction and sustainable practices through marketing.
• Obtain certifications like ISO 14001 for third-party endorsement.
• Support local projects like reforestation to enhance credibility.
• Set and communicate ambitious ESG goals and progress.
Climate-related Opportunity – Resilience: Monitoring of Medium- and Long-Term Risks
Monitoring medium- and long-term risks enables organisations to anticipate industry challenges, including regulatory changes
and shifting consumer demands. Our Agriculture Division is expected to be impacted by this opportunity. Potential impacts include
facilitating proactive adaptation to industry shifts and regulatory changes, while enhancing resilience and positioning the Group as
an environmentally conscious leader.
SSP
Time Horizon
Description
Short Medium Long
SSP 1
10 15 15
International cooperation enables the Group to align with climate standards, understand
and manage risks, and strengthen resilience and competitiveness.
SSP 3
10 6 12
Inconsistent policies and regional disparities demand localised strategies, advanced
forecasting, and scenario planning to address regulatory and climate uncertainties.
SSP 5
10 12
12
Economic growth and technology enhance risk assessment, while competitive markets
drive long-term monitoring for resilience in a changing landscape.
Potential harnessing measures:
• Participate in industry forums to stay informed on risks.
• Develop flexible strategies to adapt to future changes in the market.
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Carr's Group plc | Annual Report and Accounts 2024
Climate-related Opportunity – Resilience: Market Expansion and Resilience
Market expansion and resilience involves developing products that address the challenges of changing climate conditions, such
as drought-resistant feed or heat-resilient supplements. Our Agriculture Division is predicted to be affected by this opportunity.
Potential impacts include strengthening market position in climate-impacted sectors with adaptive products and building a
reputation as a leader in sustainable, climate-smart solutions.
SSP
Time Horizon
Description
Short Medium Long
SSP 1
8 12 20
International collaboration and demand for sustainable products drives market expansion,
with global networks and standards supporting growth in climate-adaptive solutions.
SSP 3
6 6 4
Fragmented policies and regional disparities constrain market opportunities,
necessitating localised resilience to address supply chain and consumer challenges.
SSP 5
8 6
8
Rapid growth and technological innovation drive demand for climate-resilient products,
positioning the Group as a leader in scalable, adaptive solutions for evolving pressures.
Potential harnessing measures:
• Develop adaptive products for regions affected by climate change.
• Strengthen supply chains by sourcing from multiple suppliers and regions.
• Partner with local suppliers and distributors to enhance regional presence.
Climate-related Opportunity – Resilience: Enhanced Supply Chain through Resource Substitution
and Diversification
Enhancing supply chain resilience through resource substitution and diversification involves sourcing sustainable, climate-resilient
materials to reduce dependency on high-risk resources. This opportunity can impact the organisation through mitigating climate-
related disruptions, supporting long-term stability, and aligning with sustainability goals, strengthening the organisation's position
as a proactive, climate-conscious business. This opportunity is predicted to impact our Agriculture operations.
SSP
Time Horizon
Description
Short Medium Long
SSP 1
6 12 20
Global cooperation fosters sustainable materials and resilient supply chains, enhancing
stability and supporting long-term environmental and financial sustainability.
SSP 3
6 6 8
Fragmented policies and regional tensions hinder resource diversification, making local
partnerships vital to mitigate risks from scarcity and supply chain disruptions.
SSP 5
6 6
12
Technological advances and market competition enhance supply chain resilience
through alternative resources and efficient logistics, despite limited sustainability focus.
Potential harnessing measures:
• Identify sustainable alternatives and source materials locally where feasible.
• Strengthen facilities with climate-resilient features and secure long-term supply agreements.
• Optimise stocks and implement flexible logistics strategies.
• Engage in partnerships to monitor resource availability and address risks proactively.
Overview Strategic Report Corporate Governance Financial Statements
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TCFD DISCLOSURES CONTINUED
Climate-related Opportunity – Resource Efficiency: Use of More Efficient Production and Distribution Processes
Adopting efficient production and distribution processes through energy-efficient technologies reduces energy use and emissions
while minimising exposure to energy price fluctuations. This is expected to impact the whole Group. Potential impacts include
reduced energy costs through long-term savings and decreased vulnerability to price volatility, along with alignment with
sustainability goals and enhanced financial stability.
SSP
Time Horizon
Description
Short Medium Long
SSP 1
12 16 20
The Group can enhance energy efficiency to reduce Scope 1 and 2 emissions,
supported by progressive policies, innovation, and industry collaboration.
SSP 3
12 8 8
Energy efficiency offers cost-saving opportunities, but global fragmentation may restrict
access to innovations, limiting widespread advancements.
SSP 5
12 8
12
Organisations prioritise energy-efficient processes for cost savings, with market-driven
advancements enhancing energy opportunities long-term.
Potential harnessing measures:
• Invest in energy-efficient equipment and automated controls to reduce energy use.
• Optimise processes with analytics to identify inefficiencies.
• Streamline logistics by consolidating shipments and optimising delivery routes.
• Enhance facility efficiency with better insulation and smart energy systems.
• Educate employees on energy-saving practices and monitor consumption regularly.
Climate-related Opportunity – Resource Efficiency: Reduced Water Usage and Consumption
Reducing water usage through operational efficiencies and technologies minimises resource dependency, reduces costs, and
enhances sustainability. This approach addresses water scarcity, reduces environmental impact, and aligns with regulatory and
societal expectations for responsible resource management. This opportunity is likely to impact the operations of our Agriculture
Division. Potential impacts include cost reductions by decreasing water dependency in water-intensive operations, along with
enhanced resilience to water scarcity and strengthened ESG commitments.
SSP
Time Horizon
Description
Short Medium Long
SSP 1
15 15 15
Reducing water usage improves regulatory compliance and resilience to water
shortages in resource-stressed regions.
SSP 3
12 12 12
Reducing water usage enhances compliance with regulations and strengthens
resilience against conflicts and shortages in resource-stressed regions.
SSP 5
12 12
15
The Group can reduce water usage for cost savings, with advancements in
water-efficient technologies offering long-term profitability and operational benefits.
Potential harnessing measures:
• Upgrade to water-efficient equipment like low-flow valves and recycling systems.
• Capture, treat, and reuse water in production processes.
• Install water-saving fixtures such as low-flow faucets and smart water systems.
• Educate employees on water conservation practices.
• Partner with suppliers using sustainable water management.
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Carr's Group plc | Annual Report and Accounts 2024
Disclosure of Assumptions and Analytical Choices
The qualitative scenario analysis involved making certain assumptions and estimations. For instance, it has been assumed that the
business structure and geographical presence of the Group will remain fairly consistent over time. However, changes in operations
could influence the potential impacts (in terms of severity, likelihood, or potential effects) of climate-related risks and opportunities.
This qualitative assessment has been guided by current expert knowledge, but uncertainties persist due to the complex and
evolving nature of climate change. Whilst future analyses will aim to improve reliability and determine numerical outputs through
the use of climate modelling and quantitative scenario analysis, these efforts will not eliminate all uncertainties.
5. Describe the resilience of the organisation’s strategy, taking into consideration different climate-related
scenarios including a 2°C or lower temperature scenario.
Currently, we view climate-related risks as having low impact on our operations across our three analysed climate scenarios.
Nevertheless, internal risk identification and management measures have been implemented to allow us to act against potential
future impacts of climate-related risks. Because of our view of these risks as low impact, combined with our internal risk measures,
we believe the Group’s strategy is currently resilient to climate-related issues. However, we understand that climate-related issues
may become more prominent over time, and will consider future adaptation to the organisational strategy as climate change evolves.
At present, identified climate-related issues do not significantly impair business areas within the Group. We have a strong
organisational structure surrounding climate-related issues, as described in the Governance section, with control over the
management of the identified climate-related risks and opportunities over several levels in the governance hierarchy. Remuneration
policies integrate climate-related goals alongside other social and governance matters for a holistic ESG approach. We invest in
producing and offer sustainable products within our portfolio, such as BioTub
®
which leaves no to little waste after its use.
Risk Management
6. Describe the organisation’s processes for identifying and assessing climate-related risks;
7. Describe the organisation’s processes for managing climate-related risks;
8. Describe how processes for identifying, assessing, and managing climate-related risks are integrated into
the organisation’s overall risk management.
Climate-related risks are fully integrated into our overall risk management process and are identified and managed in line with
all other business risks. Climate-related risks are integrated into the corporate risk register which receives Board oversight. As
with other risks, climate-related risks were either reported directly onto the local risk register or were raised through the EAG and
ultimately through to the S&IC.
Some new climate-related risks and opportunities have been integrated into these disclosures, which were identified by our external
sustainability consultant, McGrady Clarke, and discussed with our CEO and Deputy Company Secretary. Corresponding potential
impacts on the Group and potential mitigation measures have been included. These mitigation measures are only suggestions and
have not been implemented. For instance, the transition risk of Uncertainty in Market Signals is newly incorporated, with a suggested
mitigation measure of diversifying our products with low-carbon and sustainable options to meet evolving consumer and regulatory
demands. This can also be viewed as a climate-related opportunity, as the development of new products can attract and retain
customers who are more environmentally conscious. We have already started enhancing our product portfolio with sustainable
options, such as our product Crystalyx™ which can help to reduce methane output from livestock.
Our commitment to improving our processes ensures that climate-related risks are dynamically assessed alongside other business
risks for a robust framework. The CEO and CFO conduct assessments by reviewing both strategic and operational risks across the
Group. The occurrence, impact, likelihood, and financial exposure for each business is evaluated in collaboration with the leader
(typically the Managing Director) of each business. The financial size of each business is included within each review, determining
the potential impact of each risk on the overall Group.
Overview Strategic Report Corporate Governance Financial Statements
61
Carr's Group plc | Annual Report and Accounts 2024
TCFD DISCLOSURES CONTINUED
Our risk matrix, which scores impact and probability, ensures consistency in evaluation. This matrix is shown below. The risk matrix
is used to score the risk, indicating the size and scope of the identified risks, then materiality to the Group is considered. All risks
undergo a risks assessment utilising this risk scoring matrix, with interdepartmental discussions. Previously identified climate-
related risks are included in our standard risk management process and are explicitly considered within each business.
Impact
NIL Negligible Minor Moderate Severe Extremely Severe
Probability
NIL
0 0 0 0 0 0
Extremely Unlikely
0 1 2 3 4 5
Highly Unlikely
0 2 4 6 8 10
Unlikely
0 3 6 9 12 15
Possible
0 4 8 12 16 20
Highly Possible
0 5
10 15 20 25
Additionally, climate-related risks outlined in the FY22 and FY23 reports have been further evaluated in FY24. This evaluation involved
assessing risks and their impacts across various climate scenarios, detailed further in the Strategy section. During collaboration
with the CEO, Deputy Company Secretary, and our external sustainability consultant, additional risks were identified; these were
assessed using the same risk-scoring matrix and incorporated into the scenario analyses. The use of scenario analysis on identified
climate-related risks and opportunities allows for an enhanced understanding of their potential future impacts on the Group.
The Audit and Risk Committee consider regulatory requirements related to climate change through the monitoring of the Group’s
compliance with TCFD disclosures and climate reporting at least annually as part of the Annual Report and Accounts process.
Internal controls and risk management systems are reviewed by the Audit and Risk Committee at each meeting. If a risk is identified
as a principal risk, it is escalated to the Board during Board meetings.
Responsibility for implementing mitigation strategies lies with the respective risk owners, with oversight ultimately provided by the
Audit and Risk Committee; this ensures a clear and concise approach to managing climate-related risks. Leadership teams within
the businesses own the risks, and as risks are managed at a local level, we do not currently make decisions relating to transferring,
accepting, and controlling climate-related risks. Currently, the mitigation actions for climate-related issues are only suggestions as
to how we can address the risks, as specific actions have yet to be agreed upon or implemented.
Metrics and Targets
9. Disclose the metrics used by the organisation to assess climate-related risks and opportunities in line
with its strategy and risk management process;
10. Disclose Scope 1, Scope 2, and, if appropriate, Scope 3 greenhouse gas (“GHG”) emissions and the
related risks;
11. Describe the targets used by the organisation to manage climate-related risks and opportunities
and performance against targets.
Since the previous reporting year, we have increased our suite of climate-associated metrics and targets, and endeavour to report
on these annually going forward.
Climate-related performance metrics are integrated into remuneration policies to ensure accountability on sustainability objectives
where climate-related issues are material. For the CEO, non-financial performance objectives include sustainability and impact
targets, covering environmental, social, and governance (ESG) factors. These targets are developed in agreement with the
Remuneration Committee, based on recommendations from the Board Chair, to ensure alignment with the organisation’s broader
ESG strategy.
This financial year, remuneration-linked targets have been expanded to strengthen focus on social and governance factors,
promoting a holistic approach to ESG. Progress against these climate-related targets is regularly reviewed by the Board Chair,
who then advises the Remuneration Committee on outcomes after the performance period.
We have no internal carbon prices in place due to the early years of reporting. Our future plans for product development, which
include climate considerations such as considering methane-reducing nutritional supplements, are not sufficiently advanced to
incorporate financial metrics. Therefore, we use no climate-related metrics relating to our products.
Scope 1 and 2 greenhouse gas (GHG) emissions and a related intensity metric (emissions per unit turnover, tCO
2
e/£M) have been
calculated since the baseline of FY 2021. Figure 1 and Figure 2 present our historical GHG metrics.
62
Carr's Group plc | Annual Report and Accounts 2024
Figure 1 Historical Scope 1 and 2 Emissions (Location-based) (tCO
2
e)
0
1000
2000
3000
4000
5000
6000
7000
FY24FY23FY22FY21
6,069
Financial Year (FY21: baseline)
1,847
5,561
2,105
5,156
1,919
5,062
1,877
Figure 2 Historical GHG Intensity Metrics (tCO
2
e per £m turnover)
0
10
20
30
40
50
60
70
FY24FY23FY22FY21
66
Financial Year (FY21: baseline)
63
49
47
Figure 3 Historical and Projected Location-based Scope 1 and 2 Emissions (tCO
2
e)
0
1000
2000
3000
4000
5000
6000
7000
8000
2021
2022
2023
2024
2025
2026
2027
2028
2029
2030
2031
2032
2033
2034
2035
2036
2037
2038
2039
2040
2041
2042
2043
2044
2045
2046
2047
2048
2049
2050
Year
Actual
Projected
Figure 3 presents the historical and projected location-based Scope 1 and Scope 2 emissions from our emissions, with a FY21
baseline. The projected emissions follow a glideslope from the baseline to 2050, aiming for Net Zero by 2050. We are targeting an
annual 3.4% reduction of our Scope 1 and Scope 2 emissions in order to achieve Net Zero emissions in these scopes by 2050. In the
current year, we have achieved a reduction of 2.0%, following an 8.8% reduction last year.
The breakdown of these emissions by division and year can be found within our Streamlined Energy and Carbon Reporting (“SECR”)
section, on pages 35 and 36. As in previous years, the SECR methodology followed the 2019 HM Government Reporting Guidelines
and the GHG Reporting Protocol – Corporate Standard. Emissions were calculated using DEFRA emissions factors where relevant
for each financial year. For electricity consumption, EPA emissions factors were applied in the USA for regional accuracy, and AIB
emissions factors were used for Germany. An operational control approach was adopted to define our reporting boundary and scopes.
Total Scope 1 (tCO
2
e) Total Scope 2 (Location-based (tCO
2
e)
Emissions (tCO
2
e)Scope 1 & 2 Emissions (tCO
2
e) Emissions per Unit Turnover
(tCO
2
e)/£m Turnover
Overview Strategic Report Corporate Governance Financial Statements
63
Carr's Group plc | Annual Report and Accounts 2024
TCFD DISCLOSURES CONTINUED
In future reporting years, we are committed to mapping, evaluating and disclosing our Scope 3 emissions, which will enable us to
identify key climate-related risks and inefficiencies within our supply chain and wider activities.
In this financial year 2024, the Group has implemented several energy saving measures aimed at reducing our energy consumption.
We are part of the Go Green Scheme, which provides support on making more environmentally friendly transportation choices to
our teams. An automated process has been put in place at the Suffolk plant to reduce electricity usage. Voltage optimisation has
been undertaken at relevant sites to enhance energy efficiency where possible.
The Group has begun to monitor various new climate-related metrics associated with our operations, emissions, and identified
climate-related risks and opportunities within this reporting year. The table below presents our climate-related metrics and targets.
In future reporting years, we aim to consider trends relating to the below metrics in order to refine our targets where necessary. As
many of these metrics related to climate-related risks and opportunities are new for this year, they are not yet linked to remuneration
policies or decision-making processes. The metrics do not currently influence our capital planning, acquisitions, or investments.
Our range of metrics and targets highlight our progress in emissions reductions, employee engagement, and governance
improvements. Tracking and managing our climate-related metrics and targets is key to being in control of our climate-related
risks and opportunities.
Category
Climate-
related Metric
Associated Climate-
related Risk/Opportunity
Unit of
Measure
FY23
Value
FY24
Value
Target Related
to Metric
Greenhouse
Gas Emissions
Scope 1 & Scope
2 emissions
(absolute)
Increased pricing of
greenhouse gas emissions
tCO
2
e 7075 6939
Reduce Scope 1 and 2
emissions by 3.4%
annually
Greenhouse
Gas Emissions
Emissions intensity
metric (relative)
–
tCO
2
e/
£M
Turnover
49 47
Reduce emissions
intensity annually
Governance
Number of Green
Team meetings
(absolute)
– – 24 19
Reach minimum target
of Green Team meetings
per site annually
Energy
Total global Scope
1 & 2 energy
consumption
(SECR; absolute)
– kWh 34,734,015 34,202,553
Reduce SECR energy
consumption annually
Transition Risk
/ Climate-
related
Opportunity
Number of climate-
related risks
screened annually
(absolute)
Inability to attract investors due
to uncertain risks related to the
climate; monitoring medium and
long-term risks
– n/a 22
Increase or maintain
number of risks
screened annually
Transition Risk
/ Climate-
related
Opportunity
Number of energy
efficiency measures
implemented
(absolute)
Rising energy costs; use of
more efficient production and
distribution processes
– n/a 4
Increase or maintain
number of energy
efficiency measures
implemented annually
Climate-
related
Opportunity
Market-based
Scope 2 emissions
(absolute)
Use of lower-emission sources of
energy; participation in renewable
energy programs and adoption of
energy efficiency measures
tCO
2
e 1,428 1,482
Reach 0 tCO
2
e
market-based Scope 2
emissions by 2050
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Carr's Group plc | Annual Report and Accounts 2024
NON-FINANCIAL AND SUSTAINABILITY INFORMATION STATEMENT
In line with Sections 414CA and 414CB of the Companies Act 2006, we have set out below where relevant information we are
required to report on can be found.
Reporting Requirement Group Policies and Standards Location in Annual Report
Climate-related Financial Disclosures Environmental Policy TCFD Disclosures
(see pages 46 to 64 (inclusive))
Viability Statement (page 32)
Environmental Matters Environmental Policy
Carr’s Group Intranet (CarrsConnect)
Sustainability and Impact Report
(see pages 33 to 45 (inclusive))
TCFD Disclosures
(see pages 46 to 64 (inclusive))
Employees Employee Handbook
Health and Safety Policy
Code of Ethics
Speak-up/Whistleblowing
Modern Slavery
Carr’s Group Intranet (CarrsConnect)
Sustainability and Impact Report
(see pages 33 to 45 (inclusive))
Social Matters Charitable Donations Policy
Carr’s Group Intranet (CarrsConnect)
Sustainability and Impact Report
(see pages 33 to 45 (inclusive))
Human Rights Employee Handbook
Modern Slavery Statement and Policy
Carr’s Group Intranet (CarrsConnect)
Sustainability and Impact Report
(see pages 33 to 45 (inclusive))
Anti-Corruption & Anti-Bribery Anti-Bribery Policy
Gifts and Entertainment
Carr’s Group Intranet (CarrsConnect)
Sustainability and Impact Report
(see pages 33 to 45 (inclusive))
Policy Implementation
and Due Diligence
Employee Handbook
Financial and Other Controls
Internal Due Diligence/Integration
Processes
Carr’s Group Intranet (CarrsConnect)
Strategic Report
(see pages 06 to 65 (inclusive))
Business Model – Business Model
(see pages 12 to 13 (inclusive))
Principal Risks – Principal Risks and Uncertainties
(see pages 28 to 31 (inclusive))
Non-Financial KPIs Environmental Policy
Health and Safety Policy
Employee Handbook
Carr’s Group Intranet (CarrsConnect)
KPIs
(see pages 26 to 29 (inclusive))
Strategic Report Approval
The Strategic Report on pages 01 to 65 (inclusive) comprises the Highlights and At a Glance sections, the Chair’s Statement,
the Our Markets section, the Business Model, Strategy, Meet the Team, Our Values, Our Culture, the Chief Executive’s Review,
the Financial Review, Key Performance Indicators, Principal Risks and Uncertainties, the Viability Statement, the Sustainability
and Impact Report (including SECR details on pages 35 and 36), the TCFD Disclosures, and the Non-Financial and Sustainability
Information Statement, as well as the s.172 Statement on pages 82 to 87 (inclusive).
The Strategic Report was approved by the Board on 11 December 2024.
By order of the Board
Justin Richards
Company Secretary
11 December 2024
Overview Strategic Report Corporate Governance Financial Statements
65
Carr's Group plc | Annual Report and Accounts 2024
Strengthening
foundations,
enhancing
leadership
Carr's Group plc | Annual Report and Accounts 2024
66
Strengthening
foundations,
enhancing
leadership
Corporate Governance
68 Corporate Governance Report
88 Nomination Committee Report
92 Audit and Risk Committee Report
96 Remuneration Committee Report
120 Directors’ Report
Carr's Group plc | Annual Report and Accounts 2024
Overview Strategic Report Corporate Governance Financial Statements
67
CORPORATE GOVERNANCE REPORT
Tim Jones
Non-Executive Chair
Chair’s introduction
I am pleased to present the Corporate Governance
Report for FY24 on behalf of the Board. This report
ispresented in the following sections:
1. Overview of FY24
Key matters which were considered by the Board and the Board
Committees are outlined below, with further details set out in the Report
on the Corporate Governance; the Audit and Risk Committee Report; the
Remuneration Committee Report; the Nomination Committee Report
and the Directors’ Report. The Overview of FY24 forms part of the Report
on Corporate Governance for FY24.
2. The Report on Corporate Governance for Fy24
The corporate governance of the Group is continuously being reviewed
as the Group evolves, to ensure that the Directors focus on what
matters, improve business and operations, and continue to act in the
way which they consider, in good faith, would be most likely to promote
the success of the Company for the benefit of its members as a whole.
Information about the Board and Board Committees can be found on
pages 70 to 119 (inclusive). How we engage with our stakeholders can be
found on pages 82 to 87 (inclusive).
3. Compliance Statement
The Corporate Governance Report outlines our approach to governance and
describes how Carr’s Group plc adopts the UK 2018 Corporate Governance
Code1. The Board has considered each principle of the UK 2018 Corporate
Governance Code to review how it is applied and how it relates directly to the
Group. The Board’s statement of compliance can be found on page 87.
1. Overview of FY24:
Strategy
When making strategic decisions, it is key that the Board remains committed
to maintaining good governance. It is central to the Group’s values of integrity,
excellence, responsibility and innovation that we continue to operate in an
open and transparent manner with all of our stakeholders.
On 18 April 2024, the Board announced that it had taken the decision
to explore options to maximise shareholder value with regard to the
Engineering Division. The Board had commenced a review of strategic
options for each of the Group’s divisions to evaluate the potential to
grow shareholder value during FY22 and had completed the disposal
of the Group’s Agricultural Supplies division in October 2022. The Board
continued to assess the performance, composition and organisation of
the Group’s operations with a view to maximising shareholder value and
the Board concluded that continuing with two Divisions (Agriculture and
BOARD MEMBERS*
Tim Jones
(Non-Executive Director)
David White
(Chief Executive Officer)
Martin Rowland
(Non-Executive Director)
Shelagh Hancock
(Non-Executive Director)
Stuart Lorimer
(Non-Executive Director)
Gillian Watson
(Non-Executive Director and
Senior Independent Director)
Fiona Rodford
(Non-Executive Director)
* As at the date of this report
1. As published on the Financial Reporting Council’s website, the
UK 2018 Corporate Governance Code was updated in January
2024. The UK 2024 Corporate Governance Code will apply to
financial years beginning on or after 1 January 2025. The UK 2018
Corporate Governance Code remains in place until that time.
68
Carr's Group plc | Annual Report and Accounts 2024
Engineering) was an inefficient operating
model. The lack of synergy between
the divisions meant that there was little
real benefit to being part of the same
group of companies and resulted in
additional central overhead costs, both
of which were recognised as dilutive to
management’s and investment focus.
The Board has worked with external
advisers to examine alternatives and
identify the best options to enhance
shareholder value, and to consider the
implications of the available options. The
Board considered the long-term benefit
of all stakeholders, including factors
relating to Sustainability and Impact as
they apply specifically to the sectors in
which the Group operates. An update
on the disposal of the Engineering
Division will be provided through our
website www.carrsgroup-ir.com/ and
via a regulatory news service (RNS)
announcement in due course.
At the same time, the Board was cognisant
of the need to focus on the Agriculture
Division, which, like many businesses in
the agriculture sector, has faced some
challenges in recent years. We now have
a new leadership team in place to deliver
the turnaround and growth plan for the
continuing business. For more details, see
pages 06 to 15 (inclusive).
Board Changes
During FY24 we welcomed two new Non-
Executive Directors to the Board, Gillian
Watson and Fiona Rodford. We also
said farewell to Non-Executive Director
John Worby who stood down from the
Board on 31 October 2023. There were
also changes to the Executive Directors.
Martin Rowland, who had joined the
Board as a Non-Executive Director of the
Company as a representative of Harwood
Capital Management Limited (“Harwood”)
pursuant to a relationship agreement
between the Company and Harwood,
was appointed Executive Director of
Transformation with effect from 13
November 2023. Former CFO David White
was appointed by the Board as CEO with
effect from 17 November 2023, taking
over from Peter Page who stood down
from the Board and left the Group. David
has been succeeded in the role of Chief
Financial Officer by Gavin Manson with
effect from 13 November 2023. Gavin is
not a member of the Board but attends
Board meetings by invitation.
Changes in the Board composition
are detailed in full in the Nomination
Committee Report on pages 88 to 91
(inclusive).
There was also a change to the Company
Secretary, with Matthew Ratcliffe leaving
the Group after seven years at Carr’s, to
take up a new role. Matthew’s successor,
Justin Richards, joined the Group on 25
September 2023 as Company Secretary
and Legal Director providing expert
support and guidance to the Board
and Board Committees on governance
matters as well as providing legal support
to the wider business.
We have started FY25 saying farewell to
Ian Wood who stood down as a Non-
Executive Director with effect from 8
October 2024, and we will also be saying
goodbye to Shelagh Hancock, who
stands down as a Non-Executive Director
on 31 December 2024. As announced on
12 November 2024, Martin Rowland was
re-appointed as a Non-Executive Director
on 13 November 2024 following the end
of his 12-month contract as Executive
Director of Transformation.
Employee Engagement
The Board’s Employee Engagement
Representative is Fiona Rodford who was
appointed to the role from 31 July 2024.
Given Fiona’s prior experience as a Chief
People Officer working within several
global businesses, Fiona was ideally
placed to succeed Ian Wood who had
been the Board’s Employee Engagement
Representative since 2021. Fiona has
responsibility for reporting on employee-
related matters to the Board and ensuring
that employee interests are properly
considered in Board decision-making.
Shareholder Engagement
In FY24 we specifically engaged with a
major shareholder in relation to voting
at the AGM on 20 February 2024. At that
meeting, around 44% of votes cast were
against Resolution 17, which sought
authority for the Company to buy up to
a maximum of c.10% of its own ordinary
shares. In addition, of the votes cast in
respect of Resolution 18, which sought
to shorten the notice period for general
meetings of the Company from 21 to 14
clear days, around 44% were against.
Both of these resolutions are consistent
with prevailing UK market practice but as
special resolutions, neither was passed.
Through engagement with shareholders,
members of the Board subsequently
received focused feedback on the use of
the Company's cash reserves for share
purchases in relation to Resolution 17, and
the shortening of time for shareholders'
consideration of the business proposed
for a general meeting in relation to
Resolution 18.
In addition, in FY24 we also published
the outcome of discussions with a major
shareholder in relation to the voting
on the Report of the Remuneration
Committee at the General Meeting on 2
May 2023. As reported in the FY23 Annual
Report and Accounts, our eight largest
shareholders, representing just over 50%
of the shares on our shareholder register
were contacted. This dialogue was not
limited to discussion on the relevant vote,
with feedback also being invited on the
proposed Directors, Remuneration Policy
which was being put to shareholders
at the AGM on 20 February 2024. The
feedback received was considered
by the Remuneration Committee and
the Committee was confident that the
proposed Directors’ Remuneration Policy
supported the strategy going forward,
and provided increased flexibility on
performance conditions.
Sustainability and Impact
The governance structure in relation to
sustainability has been reworked during
FY24. Mindful of the work that had been
undertaken on environmental impact, the
Board was keen to ensure that sufficient
focus was also given, and recorded, for
the Group’s social and governance efforts.
To address this, the Sustainability and
Impact Steering Committee, Chaired by
the CEO, David White, was established.
Whilst this Committee reports its work
to the Board, it is not a formal Board
Committee. The Environmental Steering
Group has been refreshed and renamed
as the Environmental Advisory Group,
which reports into the Sustainability and
Impact Steering Committee. Green Teams
continue to be active at our sites, ensuring
that sustainability is considered at all
levels throughout the Group. Details can
be found in the Sustainability and Impact
Report and the TCFD Disclosures on
pages 46 to 64 (inclusive).
Board Evaluation
Board effectiveness reviews take place
annually, with every third review being
facilitated by an external provider. Internal
reviews are facilitated by the Company
Secretary on behalf of the Chair and are
carried out in between external reviews.
The Board effectiveness review for FY24
was externally facilitated. The Board
engaged consultants Bvalco, who in
June 2024 undertook an assessment
of the Board as well as the Board
Committees and provided feedback at
the Board meeting in July. The findings
were the subject of detailed and
constructive discussion. Details of the
process and its outcomes are set out in
this Corporate Governance Report.
Tim Jones
Non-Executive Chair
11 December 2024
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Financial StatementsOverview Strategic Report Corporate Governance
THE BOARD*
Committee Membership
None
Term of Office
Martin was appointed aNon-
Executive Director on 6 March
2023, and was appointed
as Executive Director of
Transformation with effect
from 13November2023.
Martin was re-appointed as
Non-Executive Director on
13November 2024.
Biography
Martin is a representative
of Harwood Capital
Management Limited
(“Harwood”) and was
appointed to the Board as
a Non-Executive Director
pursuant to a relationship
agreement between the
Company and Harwood.
Martin spent a year as
Executive Director of
Transformation before
returning to the role of Non-
Executive Director. Martin
spent the last 14 years in a
variety of investment roles
and prior to this Martin held
operational and strategic
roles in mid and large-scale
corporates. He has been a
director of companies in an
executive and non-executive
capacity, helping businesses
to scale organically and
through acquisition.
External Appointments
Martin is currently Chairman
of Centaur Media plc and a
Director of DeepHarbour Ltd,
Thontel Limited and Your
Past Memories Limited, as
well as being a member of
Opro Partners LLP.
Committee Membership
• Nomination Committee
Chair
• Member of the
Remuneration Committee
Term of Office
Tim was appointed to the
Board as Non-Executive
Chair on 21 February 2023.
Biography
Tim is an FCA approved
person, a member of the
Chartered Institute of
Securities and Investments
and an Associate of the
Chartered Insurance Institute.
Tim served as Non-Executive
Chair of Treatt plc between
2012 and January 2023.
External Appointments
Tim is Chair of Allia Charitable
Group and Allia C&C, Chair
of SP-Logistics Holdings
Limited, and a Non-Executive
Director of RCB Bonds plc,
as well as Cambridgeshire
& Peterborough Combined
Authority.
Committee Membership
None
Term of Office
David White was appointed
to the Board as an Executive
Director in the role of
Chief Financial Officer on
21 February 2023 and was
appointed as Chief Executive
Officer with effect from
17November 2023.
Biography
David is a Chartered
Accountant having qualified
in London in 1997 and spent
time at Ernst & Young. David
joined the Company from
Aggreko plc where he held
avariety of senior roles, most
recently as Finance Director
of the Global Products and
Technology division.
External Appointments
None
Martin
Rowland
Non-Executive Director
Tim
Jones
Non-Executive Chair
David
White
Chief Executive Officer
* As at the date of this report
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Carr's Group plc | Annual Report and Accounts 2024
Committee Membership
• Audit and Risk Committee
Chair
• Member of the
Remuneration Committee
• Member of the Nomination
Committee
Term of Office
Stuart was appointed a
Non-Executive Director
and joined the Board on
1September2022.
Biography
Stuart is a qualified
accountant and began his
career at KPMG. Prior to his
current role with AG Barr
plc, Stuart was with Diageo
plc for 22 years in various
senior roles working across
Europe, the USA and Asia,
ultimately as Finance Director
for Diageo’s Global Supply
Operation. Stuart brings
strong finance expertise
together with a wealth of
experience in supply chain
operations, logistics and
business optimisation. He is
currently Finance Director at
AG Barr plc, the FTSE-listed
drinks brand owner, a role
which he has held since 2015.
External Appointments
Stuart is Finance Director at
AG Barr plc, and a director
on a number of the AG Barr
group’s subsidiary boards.
Committee Membership
• Member of the
Remuneration Committee
• Member of the Audit and
Risk Committee
• Member of the Nomination
Committee
Term of Office
Shelagh was appointed to the
Board as a Non-Executive
Director on 1 September
2022 and, as announced on
12 November 2024, will step
down from the Board and its
Committees on 31 December
2024 to allow her to focus on
her role as Chief Executive
Officer of First Milk.
Biography
Shelagh brings to this role
over 30 years’ experience
in the food and agricultural
supply sectors and, prior to
her current role with First
Milk, Shelagh held several
executive positions across
the UK dairy industry,
including at Milk Link
(formerly Glanbia Foods) and
Medina Dairy, having trained
as an animal nutritionist.
Shelagh is currently CEO at
First Milk, the British farmer-
owned dairy co-operative,
where she is highly respected
for delivering significant
growth in member returns
since being appointed in2017.
External Appointments
Shelagh is the CEO at First
Milk Limited as well as being
a director on a number of the
First Milk group’s subsidiary
boards.
Committee Membership
• Member of the
Remuneration Committee
• Member of the Audit and
Risk Committee
• Member of the Nomination
Committee
Term of Office
Gillian was appointed a Non-
Executive Director and joined
the Board on 9 October 2023.
Biography
Gillian has more than
35 years’ executive and
non-executive experience
across a range of sectors
and geographies. Gillian’s
executive career was spent
in corporate finance advisory
with both Morgan Stanley
and Standard Chartered Asia
and business strategy and
energy with TXU Europe and
Endesa SA.
External Appointments
Gillian is an Independent
Non-Executive Director
at Statera Energy Limited,
Vidrala, S.A. and Gentrack
Limited as well as Non-
Executive Chair of char.
gy Limited and DC 25
investment Fund.
Committee Membership
• Remuneration Committee
Chair
• Member of the Nomination
Committee
• Member of the Audit and
Risk Committee
Term of Office
Fiona was appointed as
a Non-Executive Director
and joined the Board on
20February 2024.
Biography
Fiona has had many years
as a commercially focused
Chief People Officer and
Transformation Director
with extensive experience
of leading business and
people transformation in
both public and private
organisations including
Fenwick Ltd, TUIAviation,
BAA (now Heathrow), Alliance
& Leicester Group PLC and
Booker Group PLC. Fiona
also works as an adviser and
coach supporting boards
andbusiness leaders through
their change agendas.
External Appointments
Fiona is currently Deputy
Chair of Pilotlight,
a member of the
Remuneration Committee
of the REC (Recruitment and
Employment Council) and
is Non-Executive Chair of
Zenova Group plc, having
previously served as Senior
Independent Director ("SID"),
Non-Executive Director and
Chair of its Remuneration
Committee.
Stuart
Lorimer
Non-Executive Director
Shelagh
Hancock
Non-Executive Director
Gillian
Watson
Non-Executive Director
Senior Independent Director
Fiona
Rodford
Non-Executive Director
Employee Engagement
Representative
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CORPORATE GOVERNANCE REPORT CONTINUED
2. Report on Corporate Governance at Carr’s Group
The Group’s corporate governance measures are designed to ensure good decision-making, which in turn promotes the direction,
effectiveness and accountability of the Group. This report covers:
• The Corporate Governance Framework
• The Responsibilities and Activities of the Board
• The Directors of the Board
• Accountability and Integrity of the Board
• Board Activity in FY24
The Corporate Governance Framework
THE BOARD
The Board is responsible for promoting the long-term sustainable success of the Group for the benefit of its shareholders and
supporting all stakeholders. The Board establishes the Group’s purpose and sets its strategic direction, ensuring that they remain
aligned with the Group’s ethics and culture. The Board consists of Executive Directors together with experienced Non-Executive
Directors. Details of the Board members can be found on pages 70 and 71.
BOARD COMMITTEES
The Board Committees ensure that there is independent oversight of the matters within their respective remit and assist the
Board in fulfilling its responsibilities. Each Board Committee is chaired by a Non-Executive Director. Written Terms of Reference
govern the responsibilities of the Committees, which are reviewed regularly by the relevant Committee and made available on
the Group’s website. At every Board meeting each of the Committee Chairs report how that Committee has discharged
its responsibilities.
Audit and Risk Committee
The Audit and Risk Committee’s key
responsibilities are to review the
effectiveness of the Company’s financial
reporting, the performance of the
external auditor and the Group’s systems
of risk management and internal control.
Details of the work, responsibilities
and governance of the Audit and Risk
Committee are set out in the Audit and
Risk Committee Report on pages 92 to
95 (inclusive).
Remuneration Committee
The Remuneration Committee’s primary
role is to review and set the reward
structures for Executive Directors and
oversee reward structures for Senior
Management to ensure that these
promote the correct behaviours and
are appropriate when considered in
conjunction with the levels of pay and
benefits offered across the Group.
Details of the work, responsibilities
and governance of the Remuneration
Committee are set out in the
Remuneration Committee Report on
pages 96 to 119 (inclusive).
Nomination Committee
The role of the Nomination Committee
is to ensure that an appropriate balance
of skills, experiences and backgrounds
is achieved across the Board, and that
the Group is properly prepared for the
succession of members of the Board and
Senior Management. Details of the work,
responsibilities and governance of the
Nomination Committee are set out in the
Nomination Committee Report on pages
88 to 91 (inclusive).
SUSTAINABILITY ANDIMPACT
STEERING COMMITTEE
SUBSIDIARY AND JOINT VENTURE
OPERATING BOARDS
EXECUTIVE
DIRECTORS
The Sustainability and Impact Steering
Committee is responsible for setting
and monitoring progress against the
activities of each of the three areas of
Environmental, Social and Governance.
It meets on a regular basis, is chaired
by our CEO and includes Senior
Management from across the Group.
The Sustainability and Impact Steering
Committee is supported by
the Environmental Advisory Group
and Green Teams, which have been
established at each site (for further
details, see pages 34 to 36 (inclusive)
and pages 46 to 64 (inclusive).
The Subsidiary and Joint Venture
Operating Boards monitor performance
and commercial developments. These
boards include subsidiary management,
Executive Directors, leaders of Group
functions and, where appropriate,
managing directors and executives
from joint venture partners. Meetings
take place regularly and feedback
on business performance and key
developments is shared with the Board.
The Executive Directors are responsible
for implementing the strategy agreed
by the Board and reviewing strategic
opportunities and initiatives; ensuring
alignment on business priorities,
investments and actions; management
of the operational divisions and central
functions on a day-to-day basis; and the
management of matters relating to the
Group’s workforce.
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SENIOR MANAGEMENT TEAM ALL COLLEAGUES
The Senior Management Team is responsible for implementing
policies, the operational delivery of the Group’s strategies and
monitoring performance and commercial developments.
The Senior Management Team consists of the Executive
Directors, senior leaders of Agriculture and Engineering
businesses and Group functional leaders for Finance and
Legal. Members of the Senior Management Team regularly
engage with Board members.
Regular colleague meetings are held in each of the Group’s
businesses, and also in each of the Group’s central functions.
These meetings are designed to manage and monitor day-to-
day operations, improving the speed and efficiency of decision
making. Each site also has a Green Team, which is responsible
for considering resource efficiencies together with the
environmental and social impacts of the Group businesses at a
local level. In FY24 we launched our inaugural ideas workshop
across most businesses designed to encourage colleagues to
help us improve by delivering meaningful change.
Fiona Rodford is the Board’s Non-Executive Director for
Employee Engagement, providing a link between the Board
and colleagues across the Group.
The Responsibilities and Activities of the Board
Meeting Activities
The Board’s principal responsibilities can be grouped into eight areas as outlined below. Board agendas are set by the Chair in
consultation with the Executive Directors and with the assistance of the Company Secretary to include an appropriate balance of
these areas:
Role of the Board Board Activity
Strategy To set strategic aims and
objectives, including those relating
to Environmental, Social and
Governance considerations.
• Reviewing progress against strategic aims and objectives throughout
the year.
• Reviewing new business developments and opportunities including
potential acquisitions and investments.
• Refining strategic priorities in line with market developments.
Financial
Performance
To assess financial performance,
track capital investment and
financial planning.
• Monitoring financial performance.
• Overseeing preparation and management of the financial statements.
• Approving budgets.
• Ensuring adequate cash and external finance.
• Approving major capital projects, acquisitions or materially
significantcontracts.
• Determining dividend policy.
• Determining pensions strategy.
Health and
Safety
To approve the Health and Safety
strategy, monitor performance and
drive a culture of safety and care.
• Focus on performance through Health and Safety metrics and targets
reports from management at the start of each meeting.
• Providing support where appropriate to drive continuous
improvement.
Risk
Management
and Internal
Controls
To set the approach to risk
management and oversee the
Group’s risk and internal control
framework.
• Considering feedback from the external auditor and internal
audit activities.
• Reviewing financial forecasts and other considerations in support of
the Viability Statement.
Sustainability
and Impact
To set sustainability priorities and
oversee climate-related risks and
opportunities. To ensure decisions
are sustainable in the long term
and the approach to climate
change is addressed through work
on strategy, operations andrisk.
• Considering environmental and climate-related impacts on the Group
and wider stakeholders.
• Setting climate-related and sustainability goals and Executive
Director and Senior Management remuneration structures linked to
environmental objectives.
• Reviewing progress against the Group’s sustainability strategy.
People and
Culture
To understand employee
views and set the cultural tone
underpinning a fair workplace
andethical business practice.
• Promoting the Group’s culture, values and behaviours.
• Monitoring and assessing feedback from employees and ensuring
employee interests are considered.
• Succession planning for Board Members and Senior Management.
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Financial StatementsOverview Strategic Report Corporate Governance
CORPORATE GOVERNANCE REPORT CONTINUED
Role of the Board Board Activity
Stakeholder
Engagement
To ensure that effective
engagement with employees,
shareholders and other
stakeholders is carried out,
andfeedback considered.
• Approving strategy for stakeholder engagement.
• Approval of public announcements.
• Considering feedback from investor meetings and roadshows.
Governance To promote responsible leadership
based on transparency
• Ensuring compliance with legal, regulatory and disclosure
requirements.
• Determining Group delegations of authority, including matters
reserved for the Board, and Terms of Reference for Board
Committees.
• Reviewing potential conflicts of interest.
• Overseeing Board and Committee performance evaluation.
• Succession planning and Board appointments.
The Directors of the Board at Carr’s
Composition
As at the date of this Annual Report, the Board comprises one Executive Director and six Non-Executive Directors, including the
Chair. There is also a Company Secretary. The appointment and removal of Directors is governed by the Company’s Articles of
Association and the Companies Act 2006. In accordance with the UK 2018 Corporate Governance Code, all Directors stand for
election or re-election annually at the Group’s AGM.
Details of Board members
Details of the Board can be found on pages 70 to 71.
Diversity and Inclusion
The Board has in place a Board Diversity Policy which extends to the Board Committees and sets out the Board’s diversity
objectives. A copy of the Board Diversity Policy can be found on our investor website www.carrsgroup-ir.com. Further details
on diversity and inclusion can be found on page 39, page 43 and page 91.
For FY24, members of the Board and Senior Management were asked to complete a diversity disclosure questionnaire to confirm
which of the categories set out in the table below and on the following page they identify with and to provide data on wider
diversity aspects.
In accordance with UK Listing Rule 6.6.6(R)(9) to (11) (previously 9.8.6R(9) to (11)) below is the numerical diversitydata of the Board
as at 31 August 2024 in the format set out in UK Listing Rule 6 Annex 1 (previously9Annex 2.1).
Gender Identity
Gender identity
Number of
Boardmembers % of the Board
Number of
senior positions
on the Board
(CEO, CFO, SID
and Chair)
Number in
executive
management
(Senior
Management
Team)
Percentage
of executive
management
(Senior
Management
Team)
Men 5 62.5% 2 10 77%
Women 3 37.5% 1 3 23%
Non-binary 0 0% 0 0 0%
Prefer not to say 0 0% 0 0 0%
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Carr's Group plc | Annual Report and Accounts 2024
Ethnic Background
Ethnic background
Number of
Board members % of the Board
Number of
senior positions
on the Board
(CEO, CFO, SID
and Chair)
Number in
executive
management
(Senior
Management
Team)
Percentage
of executive
management
(Senior
Management
Team)
White British or other White (including minority-
White groups 8 100% 3 13 100%
Mixed/Multiple Ethnic Groups 0 0% 0 0 0%
Asian/Asian British 0 0% 0 0 0%
Black/African/Caribbean/Black British 0 0% 0 0 0%
Other ethnic group, including Arab 0 0% 0 0 0%
Not specified/prefer not to say 0 0% 0 0 0%
FCA’s UK Listing Rules Targets on Board Diversity
At the end of FY24, 37.5% of the individuals on the Board were women. At the date of this report 42.9% of individuals on the Board
are women (four men and three women). Since 31 October 2023 the role of Senior Independent Director has been held by a woman,
Gillian Watson, and from 31 July 2024 the position of Remuneration Committee Chair has been held by a woman, Fiona Rodford.
No member of the Board is from a minority ethnic background. Details of Board succession planning during FY24 and candidate
diversity can be found on pages 88 to 91 (inclusive).
Positive steps have been taken in recent years in relation to the Board’s approach to diversity and inclusion, and the Board is
now more balanced in terms of gender than it ever has been. Historically, the geographical location of the Group, together with
the industries in which the Group operates, have impacted the ability of the Board to attract persons who not only possess the
appropriate skills and experience, but also meet diversity targets. However, we believe that a truly diverse Board will include and
make good use of differences not just in gender and ethnic background, but also in other distinctions between Directors such as
social background, experience and cognitive and personal strengths. As we continue to review the composition of the Board, these
wider distinctions will be taken into account alongside the FCA's UK Listing Rules targets on Board diversity.
Skills and Experiences
Having an appropriate mix of skills, qualities and industry experience on the Board enables delivery of the Company’s strategic
objectives for the benefit of its shareholders as a whole. We aim to ensure that the skills and backgrounds collectively represented
on the Board reflect the business environment in which the Group operates. The Board regularly reviews the range of skills,
attributes and experience on the Board, to ensure that it remains effective, balanced and suited to the Group’s strategic priorities.
The outcome of such reviews has been used to inform Non-Executive Director succession planning and continues to be
considered and revisited as the strategy progresses. The biographical details of the current Directors, including their relevant
experience, are set out on pages 70 and 71.
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CORPORATE GOVERNANCE REPORT CONTINUED
Attendance at Meetings
The Board met on seven scheduled occasions during FY24. Meetings are scheduled around events in the corporate calendar, such
as finalisation of the full and half-year accounts, year-end and the AGM. In addition to regular scheduled meetings, a number of
additional meetings took place during the year in order to deal with specific business arising from time to time.
Details of Director attendance at scheduled Board and Board Committee meetings during FY24, against the number of scheduled
they were eligible to attend, are shown below:
Board
Audit and Risk
Committee
Remuneration
Committee
Nomination
Committee
Total number of scheduled meetings 7 6 5 2
Directors in post during FY24
David White 7 (out of 7) N/A N/A N/A
Martin Rowland 7 (out of 7) N/A N/A N/A
Tim Jones 7 (out of 7) N/A 5 (out of 5) 2 (out of 2)
Shelagh Hancock 6 (out of 7) 5 (out of 6) 4 (out of 5) 1 (out of 2)
Stuart Lorimer 7 (out of 7) 6 (out of 6) 4 (out of 5) 2 (out of 2)
Gillian Watson
1
7 (out of 7) 5 (out of 6) 4 (out of 5) 1 (out of 2)
Fiona Rodford
2
4 (out of 4) N/A 2 (out of 2) 1 (out of 1)
John Worby
3
1 (out of 1) 1 (out of 1) 1 (out of 1) 1 (out of 1)
Peter Page
4
1 (out of 1) N/A N/A 1 (out of 1)
Ian Wood
5
6 (out of 7) 5 (out of 6) 4 (out of 5) 1 (out of 2)
Notes:
N/A – Not applicable (where a Director is not a member of a Committee).
Executive Directors may attend Committee meetings (or parts of such meetings) by invitation where required.
Several unscheduled Board, Nomination Committee and Remuneration Committee meetings were held during FY24 in relation to Board member changes and Senior
Manager appointments.
1. Gillian Watson joined the Board on 9 October 2023.
2. Fiona Rodford joined the Board on 20 February 2024.
3. John Worby stood down from the Board on 31 October 2023.
4. Peter Page stood down from the Board and left the Group on 17 November 2023.
5. Ian Wood stood down from the Board on 8 October 2024.
All Directors are expected to attend scheduled Board meetings and relevant Committee meetings in addition to the AMG unless
they are prevented from doing so by prior work or extenuating personal commitments. In advance of all Board meetings the
Directors are supplied papers covering the matters to be considered. Members of Senior Management and other third parties
may also attend meetings, or parts of meetings, by invitation. Were a Director unable to attend a particular meeting, he/she
wouldreceive relevant briefing papers and be given the opportunity to discuss matters with the Chair or other Directors.
Accountability and Integrity of the Board
Internal Controls and Risk Management
The Board has overall responsibility for the Group’s internal control systems. The structure of the Group’s control environment
and processes have been adapted in recent years in order to remain appropriate within the changed structure of the Group. The
Audit and Risk Committee supports the Board in considering the control environment and the report on pages 92 to 95 (inclusive)
provides further information.
The Group’s financial reporting processes are a critical part of the Group’s internal controls framework. Monthly reports are
received from all of the Group’s subsidiaries and joint ventures. Submitted information is consolidated in the Group’s financial
reporting system and subject to validation checks by the central Group finance team, before being reviewed by the CFO.
Information on performance is presented to the Board on a monthly basis and subject to review at every Board meeting. All
monthly reporting is prepared in line with Group accounting policies, which are reviewed annually and are also subject to review by
the Group’s external auditor, Grant Thornton. The Group’s internal risk-based control systems have been operative throughout the
year and up to the date of this Annual Report and Accounts. As noted in the Audit and Risk Committee Report, improvements to
the control environment and the consistent application of controls are being implemented as part of the Group’s continuous review
and improvement process.
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Initial identification of risks, and the actions required to mitigate these, arises through regular reviews held between the Executives
and the management team of each business unit. These are subsequently discussed with the Executives to consider the potential
implications of these risks and to consider which pose the greatest threat to Group performance. The effectiveness of mitigating
actions is also considered and appropriate steps taken.
The Audit and Risk Committee reviews the effectiveness of risk management and internal control systems. Reports on operational
risk are delivered to the Board which, together with direct involvement in strategy, strategic risks, investment appraisal and
budgeting, enable the Board to report on the overall effectiveness of internal control.
A summary of the risk management framework and key risks to the Group are set out on pages 28 to 31 (inclusive).
Division of Responsibilities
The UK 2018 Corporate Governance Code requires there to be a clear division of responsibilities between the leadership of the
Board and the operation of the Group’s businesses by the Executive leaders. The roles of the Executive Directors, the Chair, the
Senior Independent Director and the Non-Executive Directors are reviewed regularly by the Board, most recently in April 2023, with
details set out on the Group’s website, and referenced below:
NON-EXECUTIVE CHAIR
Role
The Chair leads the Board, ensuring its effectiveness while taking account of the interests of the Group's various stakeholders,
promoting high standards of corporate governance.
Key responsibilities:
• Chairing the Board, its Nomination Committee and General
Meetings, including the AGM.
• Ensuring the Board Committees are properly constituted and
effectively chaired.
• Ensuring that appropriate arrangements exist for the
delegation of the Board’s authority to Executive management
and Board Committees.
• Ensuring the effective running of the Board, demonstrating
objective judgement and the highest standards of corporate
governance, ensuring that sufficient time is afforded for the
proper consideration of key matters.
• Promoting openness and debate on the Board.
• Ensuring the timely flow of information to the Board and
ensuring members are well-informed to enable constructive
discussion and sound decision-making.
• Setting the Board’s agenda in conjunction with the CEO and
Company Secretary, focusing on strategy, performance,
culture, stakeholders and accountability, and ensuring that it
takes full account of the important issues facing the Group.
• Ensuring the effective oversight of risk management by
theBoard.
• Leading the performance evaluation of the Board and each
ofits members.
• Providing a sounding board for the CEO on key business
decisions, challenging proposals where appropriate.
• Promoting the profile and perception of the Group publicly
and amongst its stakeholders.
• Ensuring effective communication and engagement with
shareholders and other stakeholders on key matters and
that members of the Board understand the views of such
shareholders and other stakeholders.
• Ensuring the effective oversight of Board membership and
succession planning in conjunction with the Nomination
Committee, taking into account the skills, experience,
knowledge, and diversity of Board members.
• Ensuring, with the support of the CEO and Company
Secretary, that effective induction programmes exist for
onboarding new Board members.
• Encouraging the continued development of the Directors
andthe Board as a whole.
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CORPORATE GOVERNANCE REPORT CONTINUED
CHIEF EXECUTIVE OFFICER
Role
The Chief Executive leads in the development and implementation of strategy and has overall responsibility for the management
and performance of the Group and its businesses.
Key responsibilities:
• Developing and implementing the Group’s strategy and
commercial objectives.
• Promoting the Group’s culture and behaviours and adhering
to the highest standards of integrity and governance.
• Managing risk and risk mitigation strategies to safeguard the
reputation of the Group and its businesses.
• Effecting the decisions of the Board and its Committees.
• Establishing an annual budget consistent with the
agreedstrategy.
• Providing input into the Board’s agenda.
• Ensuring that dialogue is maintained with the Chair on
important issues facing the Group.
• Ensuring open and regular communication and engagement
with shareholders and other stakeholders.
• Developing and overseeing the Group’s Environmental, Social
and Governance work, and sustainability strategy.
SENIOR INDEPENDENT DIRECTOR ("SID")
Role
The Senior Independent Director acts as a sounding board for the Chair, providing him with support in the delivery of his objectives.
Key responsibilities:
• Serving as an intermediary for other Directors,
where necessary.
• Being available to shareholders to deal with concerns which
cannot otherwise be resolved through ordinary channels.
• Leading in the performance evaluation of the Chair.
• Ensuring an orderly succession process for the Chair.
NON-EXECUTIVE DIRECTORS (INCLUDING THE CHAIR AND THE SID)
Role
The Non-Executive Directors bring skills, knowledge and experience to the Board.
Key responsibilities:
• Providing independent and constructive challenge to the
Executive Directors.
• Helping to develop Group strategy with an independent outlook.
• Devoting time to develop and refresh knowledge and skills,
and being well-informed about the Group.
• Serving on Board Committees.
• Satisfying themselves as to the accuracy of the Group’s
financial results and the effectiveness of controls and systems
of risk management.
• Determining appropriate levels of remuneration for
Executive Directors.
• Having a key role in succession planning.
The Board is supported by the Company Secretary, who assists the Chair and the rest of the Board to uphold corporate
governance standards. The Company Secretary ensures compliance with Board procedures and provides support to the Chair.
Headvises the Board on corporate governance developments and ensures that the Board receives information in a timely manner.
The Company Secretary is able to access appropriate resources, services and advice to support the Directors as required. The
Company Secretary also arranges and considers Board effectiveness reviews in conjunction with the Chair, facilitates Directors’
induction programmes for new members and assists with ensuring that the Board has appropriate training.
Powers and Responsibilities
The powers of the Directors are set out in the Company’s Articles of Association which can be located on our investor website
www.carrsgroup-ir.com/. In addition, the Directors have responsibilities and duties under legislation, in particular those arising
under section 172 of the Companies Act 2006.
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Non-Executive Director Independence
The Board reviews the independence of its Non-Executive Directors regularly. Taking into account all circumstances, including
those factors set out in the UK 2018 Corporate Governance Code, the Board considers Non-Executive Directors Shelagh Hancock,
Stuart Lorimer, Gillian Watson and Fiona Rodford to be independent. The Board considers Tim Jones as Non-Executive Chair to be
independent. Martin Rowland was appointed as a Non-Executive Director of the Company on 6 March 2023. Martin is appointed
as a representative of Harwood Capital Management Limited (“Harwood”) pursuant to a relationship agreement between the
Company and Harwood. On 13 November 2023, Martin was appointed as Executive Director of Transformation for a fixed term of
12 months. As announced on 12 November 2024 Martin was re-appointed as a Non-Executive Director of the Company on
13 November 2024. As a representative of Harwood and former Executive Director, the Board does not consider Martin Rowland
to be independent. Ian Wood stood down as a Non-Executive Director on 8 October 2024 having served a total of nine years and
seven days, in order to allow a smooth handover following year-end; the Board does not consider that Ian’s independence was
impaired by the length of his appointment.
Directors’ External Appointments
Prior to appointment to the Board, Directors are required to disclose any significant commitments outside of the Company.
Clearance is also required in advance of taking on any new commitments to ensure that any impact on the time devoted to the
Company can be identified and addressed.
Directors’ Conflicts of Interest
The Companies Act 2006 and the Company’s Articles of Association require the Board to consider any actual or potential conflicts
of interest. The Board has a policy for managing and, where appropriate, authorising actual or potential conflicts of interest, or
related party transactions. Directors are required to declare any interests they or close family members have in any organisations
that are not part of the Group, as well as other circumstances which could give rise to a conflict of interest. Registers of related
parties and third-party interests are regularly reviewed by the Board. Directors are required to seek clearance before taking on any
new appointments to ensure that any potential conflicts of interest can be identified and addressed appropriately. Any potential
conflicts of interest in relation to proposed Directors are considered by the Board prior to an individual’s appointment. In FY24, there
were no declared conflicts of interest relating to external appointments, and there have been no declared conflicts of interest in
the period from 1 September 2024 to the date of this Annual Report and Accounts.
1
At the outset of every Board meeting, Directors are required to declare any actual or potential conflicts in relation to matters on
the agenda.
In the first half of FY24, discussions concerning CEO and CFO succession took place, as well as discussions relating to the
appointment of the Executive Director of Transformation. In respect of such discussions, Peter Page (in respect of CEO succession),
David White (in respect of CEO and CFO succession), and Martin Rowland (in relation to the appointment of the Executive Director of
Transformation) were directly interested and therefore were not present when such matters were discussed. In the first half of FY25
Martin Rowland was not present when discussions took place in relation to Martin’s re-appointment as a Non-Executive Director.
1. As announced on 12 November 2024 Shelagh Hancock will be standing down from the Board with effect from on 31 December 2024. This will result in the Board being
comprised of three independent Non-Executive Directors (excluding the Chair) and two non-independent Directors (David White as CEO, and Martin Rowland as the
Non-Executive Director representative of Harwood).
Director Induction and Development
Upon joining the Group, each Director completes an induction which ensures each new Director is fully informed and has
the necessary support. Once appointed, each Director is provided with information on the Group’s corporate governance
arrangements, together with key policies and procedures and access to Board and relevant Committee papers. New Director
inductions also typically include meeting with the CEO, CFO, Company Secretary and members of the Senior Management Team
and visits to several of the Group's operational sites.
The Chair is responsible for ensuring that all Directors receive comprehensive information on a regular basis to enable them to
perform their duties properly. Briefings are provided to the Board where necessary on areas including regulatory updates, the UK
Listing Rules requirements and Market Abuse Regulations compliance. Information on upcoming legal and regulatory changes is
also provided to the Board as and when appropriate.
Support and Advice
All Directors have access to the advice and the services of the Company Secretary and access to Senior Management across the
Group where required.
Directors can obtain independent professional advice at the Group’s expense in performance of their duties as Directors. None of
the Directors obtained independent professional advice at the Company’s expense during FY24.
The Board and the Board Committees are also supported by external advisers on a regular basis in respect of matters such
as remuneration, pensions, property, governance and compliance. PricewaterhouseCoopers LLP ("PwC") continued to act
as professional advisers to the Remuneration Committee during the year. Further details can be found in the Remuneration
Committee Report on pages 96 to 119 (inclusive).
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CORPORATE GOVERNANCE REPORT CONTINUED
Board Activity in FY24
Area of Focus
In addition to the regular items, during FY24, specific areas of focus for the Board identified at the start of FY24 included:
Area of focus Progress
Development of the strategy across both divisions to
increase shareholder value.
The Board has overseen the options to dispose of the Engineering
Division during the year and has reviewed, challenged and
approved the strategic plan for the Agriculture Division.
Embedding new Agriculture divisional leadership,
supporting them to develop commercial opportunities
anddrive operational efficiencies.
Members of the Board were consulted during the appointment
of the Global Agriculture CEO (Josh Hoopes) and have supported
the induction of Josh and other members of his leadership team.
As noted above, the Board thoroughly reviewed the Agriculture
strategy in June 2024.
Assessment of opportunities to invest in the Engineering
Division, to optimise production capacity and maximise
growth potential.
Support has been provided to invest in the UK Engineering
business in particular, with a long-term property lease approved
for an industrial property in Carlisle. This expansion in available
capacity supports future growth plans.
Strengthening the role of the Environmental Advisory
Group in setting the direction of the Group’s response to
climate-related risks and opportunities.
Approval of the Sustainability and Impact Steering Committee
and its associated terms of reference (as well as interaction with
the Environmental Advisory Group) has strengthened the Group’s
response to climate-related risks and opportunities.
Driving further improvements in the Group’s financial
reporting processes to improve performance management
and forecast accuracy.
The Board has supported changes in personnel and system
improvements which will provide a foundation for improved
performance management.
Implementation of ERP system in US feed blocks business. The Board had oversight of the successful go-live of the ERP
system in July 2024.
Onboarding new Board members. During FY24, two new Board members joined the Board: Gillian
Watson as Senior Independent Director, and Fiona Rodford, who
became Remuneration Committee Chair from 31 July 2024. New
Board members completed an induction, met with other Board
members and members of the Senior Management Team and
completed visits to several of the Group’s operational sites.
Focus for FY25
At the date of writing this Annual Report and Accounts, it is anticipated that the following areas will receive focus by the Board
during FY25:
• Oversight of the conclusion of plans for the disposal of the Engineering Division and the transition to the Agricultural operation
model
• Review allocation of capital and consider returns to shareholders in light of the distinct strategies for the Engineering Division
and the Agriculture Division
• Assessment of opportunities in the Agriculture Division to improve operating margin across the portfolio
• Refresh approach to sustainability to support Agriculture strategy
Board Evaluation
The Board reflects on its performance and effectiveness annually. In FY24, the Board review was facilitated externally with the
support of a third party, Bvalco, working alongside the Chair with support from the Company Secretary. Bvalco do not have any
connection to the Company or to any member of the Board, other than having previously carried out a third-party board evaluation
at another company where Board Chair Tim Jones was, at that time, the Chair.
The feedback was the subject of review and discussion by the Board. Overall, there was a positive response to the functioning of
the Board and Committees. As there had been a number of changes at Board and Committee level during the year, the evaluation
provided a timely and valuable perspective on Board Governance. The recommendations which the Board plan to take forward for
FY25 are set out below. An update will be provided in the Company’s FY25 Annual Report and Accounts.
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Carr's Group plc | Annual Report and Accounts 2024
Recommendation Proposed Action Progress to date
Recommendations from external evaluation during FY24:
Effectiveness of the Chair Maintain focused discussion and
summarise more frequently.
Ensure 1-2-1 annual feedback
sessions for all the NEDs.
Ongoing – started at July meeting and will
continue.
More regular communication about
progress on key projects
To keep the Board appraised of
progress against key milestones.
Regular NED calls diarised outside of existing
Board meetings. Project updates are provided
between Board meetings when merited.
Deepen oversight of the performance
of the business
Ensure the Board has a deeper
connectivity to the businesses
and performance and has a
visible presence.
Structured visits to operational sites by NEDs
throughout the year are planned, ensuring as
many sites as possible are visited by various
Board members.
Increase focus on Group purpose
andstrategy
Consider scenario planning
to support improved ultimate
decisionmaking.
Current focus is on options to dispose of
theEngineering business and the successful
execution of the Agriculture strategy.
Increase Board knowledge
ofourpeople
Establish a programme which will
ensure Board interaction with key and
high-potential employees.
Board timetable now includes "Talent
Management" as a topic to be covered at least
twice per year. Visits to sites by Board members
(as noted above) will also enhance knowledge
of team capabilities.
Review Board size and composition
(including the Committees)
Consider the optimal Board size and
composition to support each of the
strategies for the two Divisions.
Board size and composition will be considered
as part of wider transition plan following a
successful disposal of Engineering Division.
Improve team cohesiveness of
theBoard
Deepen working relationships among
Board members.
Following any revised Board composition, create
a plan to build teamwork and enhance existing
working relationships among Board members.
The recommendations agreed following the internal review in FY23 were a focus for the Board throughout the year. A summary of
the recommendations together with actions taken and future plans are set out below:
Recommendation Proposed Action Progress in FY24
Recommendations from internal evaluation during FY23:
Focus on Group purpose and values Review of the Group’s
purpose and values to ensure
these are reflective of the
strategy and Group.
New values were rolled out across the Group during FY24
following a programme of engagement with all areas of
the business. For more information see pages 16.
Stakeholder engagement More structured engagement
programme for the Board
with all stakeholder groups
together with informal
engagement opportunities
to be reviewed to enable
the Board to be closer to
stakeholders.
The Board has continued to engage with its stakeholder
groups throughout the year. A programme for
communications and engagement will continue to evolve
as the Group’s strategy progresses during FY25.
Details of stakeholder engagement during FY24 can be
found in the Corporate Governance Report on pages 68
to 87 (inclusive).
Ongoing review of Board
performance, composition and skills
throughout the year
Regular review of skills and
experience to ensure the
Board is well positioned to
continue reviewing strategic
options for the Group.
Appraisals of the Non-Executive Directors and the Chair
took place during FY24. Changes in the composition of
the Board during the year reflect the focus on delivering
the strategy. For further details, see the Nomination
Committee Report on pages 88 to 91 (inclusive).
Board focus Review of Board agenda
topics, updates and focus to
ensure Board and Committee
meetings are effective and
continue to have an in-depth
understanding of the market in
which the businesses operate.
The annual Board Planner was reviewed and updated to
reflect the Board’s focus for FY24, and to ensure that the
Board had a holistic view of the Group, as well as matters
impacting the business and colleagues. Standing agenda
items were refreshed and refocussed and Board and
Committee dates and locations reviewed and revised
where appropriate to better reflect the corporate calendar.
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CORPORATE GOVERNANCE REPORT CONTINUED
Section 172 Statement
Effective engagement enables us to focus on what matters, improve
business and operations, and create long-term value for all our
stakeholders. It enables us to understand the interests and perspectives
of our stakeholders and to take those into account in the discussions and
decisions of the Board and Board Committees. Engagement supports
the principles of Section 172 of the Companies Act 2006 which requires
directors of a company to act in the way which they consider, in good
faith, would be most likely to promote the success of the company for the
benefit of its members as a whole, and in doing so have regard (amongst
other matters) to the factors set out in Section 172(1) (a-f).
Engagement
withstakeholders
during FY24
These factors are carefully considered
in the Board’s key decisions and
strategic discussions. The Board
receives regular updates and reports
from business areas which include
matters concerning our stakeholders.
Directors are also provided with details
of our strategic progress, financial
performance and risk management
with Health and Safety, sustainability
and impact and corporate governance
being discussed at each Board meeting.
The information received is considered
in the Board’s discussions, with the
Board seeking further information and
assurances where appropriate.
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Case Study
Disposal of the Engineering Division
In FY24 we undertook another important step in our
strategy by commencing the process to dispose of our
Engineering Division. The Board was aware that any sale of
the Engineering Division would be a significant milestone in
shaping the Group's future and require careful consideration
of the views of our stakeholders. The internal strategic
review process which took place during 2022 started with
the consideration of the views of our various stakeholder
groups, details of which can be found on page 44 of the
FY22 Annual Report and Accounts. There followed the
disposal of the Agricultural Supplies Division in October
2022, and in April 2024 we announced that we were
exploring options to dispose of our Engineering Division. The
Board have considered the consequences of proceeding
with the disposal of the Engineering Division, and the impact
on the stakeholder groups. The Board is confident that a
disposal will deliver optimal shareholder value and will
leave the Group fully focussed on improving performance
in the Agriculture Division. Employees are considered likely
to benefit from a disposal, by placing both divisions in a
position to concentrate on their respective sectors. For the
remaining Group, plans to evolve our Agriculture products
and explore new market opportunities have included
considerations of the environmental benefits of our products
and the impact on our planet as well as the effects on local
communities. Growth in existing markets alongside an
enhanced product portfolio will benefit customers, suppliers
and ultimately shareholders.
Case Study
Board Succession and Senior Management Appointments
During FY24, the Board oversaw the appointment of Gillian
Watson as a Non-Executive Director and successor to John
Worby as Senior Independent Director; and the appointment
of Fiona Rodford as a Non-Executive Director and successor
to Ian Wood as Remuneration Committee Chair. The Board
also announced the departure of Peter Page from the Board
and the Group, and subsequently the appointment of former
CFO, David White, as CEO, and Martin Rowland as Executive
Director of Transformation, Martin having previously been
a Non-Executive Director. TheRemuneration Committee
also oversaw the appointments of Gavin Manson as CFO,
and Josh Hoopes as CEO, Global Agriculture, both Senior
Management positions. These changes at Board and
Senior Management level required full consideration of
the interests and impact upon our colleagues, investors,
strategic partners, suppliers and customers.
Carr's Group plc | Annual Report and Accounts 2024
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CORPORATE GOVERNANCE REPORT CONTINUED
Employees
Engagement
We value open communication, active listening, and mutual respect
and trust. For the Board to operate effectively, it is essential that we
communicate with colleagues at all levels regarding matters which
impact them.
Communication and engagement with colleagues takes place through a
variety of methods. Executive Directors have an open door policy, which
allows for informal conversations and meetings. The Executive Directors
also hold briefings and meetings wherever possible in person and utilising
Teams to inform colleagues of Group performance and business-related
matters. The Group’s intranet, CarrsConnect, also enables colleagues
to keep up to date with news across the Group, and is a platform where
key messages, briefings and announcements are posted. Historically,
the Group has undertaken online employee engagement surveys and/
or engagement meetings to obtain feedback direct from our employees.
Board meetings can be held at operational sites, and Board members visit
sites in between Board meetings which enables the Board to understand
the views of our people together with the issues and opportunities for
them and their businesses. The Board has an appointed Employee
Engagement representative, Fiona Rodford, who is responsible for
ensuring that the interests of all colleagues are properly considered at
Board meetings.
Action
During FY24, we launched our inaugural “Ideas
Workshops” across most of the business. These
in-person, facilitated meetings enabled people to
speak up, solve issues and shape the future of the
business. As a result of these meetings, dedicated
Action Communication Teams (“ACT”) have been
created to deliver on the ideas and actions for
improvement generated by the Ideas Workshops,
and the Board receives regular updates on the
progress of actions. Throughout the year, the
CEO provided updates to the Board on employee
matters, which now includes metrics such as
starters and leavers, and diversity and inclusion
data. The impact on employees of the decisions
to make corporate and organisational changes in
the Group have also been considered by the Board
during FY24. Members of the Board have visited
sites in the UK, USA and Germany and Board
meetings have been held at different sites
when possible.
Investors
Engagement
All investors, whether private individuals, employee shareholders or
institutional investors, need to be able to trust us to manage their assets
and execute the Group’s strategy in an ethical, sustainable manner, and in
accordance with good governance, acting fairly as between members of
the Company.
We communicate with our investors using a variety of different mediums.
Members of the Board and the Company Secretary regularly engage
with investors on governance issues and other matters concerning the
Board and our CEO and CFO meet with investors following half-year and
year-end results announcements, and as requested at other times. All
shareholders and potential investors can access the Company’s investor-
specific website at www.carrsgroup-ir.com. Significant matters relating
to trading or development of the Group are disseminated to the market
by way of Stock Exchange announcements, and are uploaded to the
Company’s website. We maintain a regular calendar of announcements
and events for investors and host accessible online presentations on the
full-year and interim results. All reports and updates are made available
on the Company’s website. The Group maintains dialogue with substantial
and institutional shareholders and analysts. Enquiries from individual
shareholders are welcomed and should be addressed through the
Company Secretary’s office.
Action
During the year, our CEO, Executive Director of
Transformation and CFO met with institutional
shareholders, brokers and analysts on a variety
of matters in particular as detailed on page 69.
The Board is briefed on the outcomes of such
discussions and listen and respond to the views
and feedback as necessary. Our Chair, Tim Jones,
maintained a regular dialogue with shareholders
throughout the year, answering individual queries
and engaging in discussions to better understand
their views. As always, our AGM provided an
opportunity for shareholders to meet with and
ask questions of the Board. Shareholders were
introduced to new members of the Board, and the
Board met with individuals in person before and
after the meeting. In FY24 we specifically engaged
with a major shareholder in relation to voting at the
AGM on 20 February 2024. In addition, in FY24 we
also published the outcome of discussions with a
major shareholder in relation to the voting on the
Report of the Remuneration Committee at the
General Meeting on 2 May 2023.
On the following pages, we highlight our key stakeholders, how we have engaged with
them during FY24 and the actions taken as a result of such engagement. These disclosures
demonstrate our recognition of, and regard for, the matters set out in section 172(1) of the
Companies Act 2006.
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Suppliers
Engagement
Regular engagement with our suppliers and distributors allows us to
better understand their needs and priorities and helps shape our strategy.
Our Agriculture strategy underlines our desire to work with value-added
ingredient partners who share our same passion and commitment to
research-proven solutions. Our Engineering Division has well-established
relationships across its supply chain, built on mutual respect and
proven performance.
Engagement with suppliers takes the form of regular and open dialogue
between our management teams and with those with whom we do
business. We hold meetings with our suppliers and distributors on a
regular basis. Colleagues also attend UK and international trade events
and shows to maintain and develop relationships.
Action
Throughout FY24 we have maintained a dialogue
with suppliers to understand their developing
needs. This regular contact through calls and virtual
meetings has enabled us to revisit and refine our
strategy, particularly in the Agriculture Division as
we look at ways to create efficiency and scale in
procurement, production, and supply chains. Such
visits have also provided an opportunity to evaluate
our suppliers, and distributors, own processes
and practices.
Customers
Engagement
Customer engagement is key to our business. Our Agriculture strategy
is underpinned by market-leading brands with a track record of quality,
innovation and customer service. As we implement our Agriculture
strategy, focus is on further developing these respected products to
better respond to customer needs in our core markets. Understanding our
customers' needs has been the cornerstone of our Engineering Division,
particularly on large-scale, long-term projects as we work together to
mitigate risk, plan for contingencies and provide support.
Our sales and customer service teams are critical and essential for growth.
They are responsible for developing and maintaining relationships with
those we do business with. This is achieved by regular meetings with
customers, attendance at industry events, trade shows and engagement
with local communities. Key customer dialogue is reported to the Board to
ensure that customer perspectives are properly understood as part of the
Board’s decision-making process.
Action
During FY24 we have maintained our existing
customer relationships, and also explored ways
in which to develop new relationships. We have
continued to engage with end-users of our
products through our social media channels, and
we are currently reviewing and developing further
our website and social media communications
as we seek new ways to encourage interest in
and dialogue about our businesses and products.
Further information can be found at
www.carrsgroup.com
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Financial StatementsOverview Strategic Report Corporate Governance
CORPORATE GOVERNANCE REPORT CONTINUED
Communities
Engagement
Our local communities are vital to our business and we
recognise that we have an impact on those around us. Each
community is different and it is important that we understand
and appreciate what is important to them, from the provision
and retention of jobs, to investment in local economies, from
well-being and social support to education and opportunities.
Engagement with our local communities takes a number
of different forms, and can differ from site to site. We are
aware that not “one size fits all” and have enabled our sites
to undertake engagement with communities by the means
most appropriate to them. This includes encouraging active
participation in community initiatives, supporting a range
of selected charitable causes, and developing our own
employment and apprenticeship schemes. Details of our
support for our local communities, and opportunities to get
involved are published on our intranet site CarrsConnect.
Issues facing local communities may be reported to the Board
where they are likely to impact decision making.
Action
During FY24 our people have devoted considerable time and
resources to good causes and community initiatives including
supporting local food banks, local charities, and sponsoring
local events near to our sites.
For more information see our Sustainability and Impact Report
on page 39.
Environment
Engagement
Operating a sustainable business and managing the
impact of that business are key to the success of the
Group. We take our environmental responsibilities
seriously, constantly seeking to minimise our impact
ontheworld we operate in.
We ensure that we practise responsible behaviours at
all times within the Group. Training on environmental and
sustainability matters was introduced into our new starter
induction process in FY23. As a business we are party to
raw material sustainability programmes and our Green
Teams encourage ownership of local initiatives aimed at
addressing the environmental and social impacts of our
business at local level. Environmental matters are reported
to the Board as part of the regular CEO updates on
sustainability and impact.
Action
During FY24 we have invested in a new technical team for our UK
Agriculture business, to help deliver enhanced products focused
on the environmental benefit to our customers and their livestock,
as well as on the raw material inputs and their associated impact
on the planet. We have revised our governance structure to
support and complement existing environmental activities, with a
new Sustainability and Impact Steering Committee being chaired
by our CEO, providing a direct link to the Board. Green Teams
have continued to promote sustainability and implement resource
efficiencies at a local level.
For more information see our Sustainability and Impact Report
on pages 33 to 45 (inclusive).
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Further information can be found throughout this FY24 Annual Report and Accounts which demonstrates how the Board
discharges its duties under Section 172 and considers the factors set out in Section 172(1) (a-f):
Section 172 Specific References
(a) the likely consequences of any decisions in
the long term
Chair's Statement (pages 06 and 07 (inclusive))
Strategy (pages 08 to 09 (inclusive))
Principal Risks and Uncertainties (pages 28 to 31 (inclusive))
Corporate Governance Report (pages 68 to 87 (inclusive))
Options to dispose of Engineering Division (pages 83)
(b) the interests of the company’s employees Sustainability and Impact Report (pages 33 to 45 (inclusive))
Corporate Governance Report (pages 68 to 87 (inclusive))
(c) the need to foster the company’s business
relationships with suppliers, customers and
others
Corporate Governance Report (pages 68 to 87 (inclusive))
Strategy Report (pages 06 to 65 (inclusive))
(d) the impact of the company’s operations on
the community and environment
Sustainability and Impact Report (pages 33 to 45 (inclusive))
Corporate Governance Report (pages 33 to 45 (inclusive))
(e) the desirability to maintain a reputation for
high standards of business conduct
Sustainability and Impact Report (pages 33 to 45 (inclusive))
(f) the need to act fairly as between members
of the company
Corporate Governance Report (pages 68 to 87 (inclusive))
3. Compliance Statement
The Board confirms that the Company has, throughout FY24, applied the principles, both in spirit and in form, and complied with
the requirements of the UK 2018 Corporate Governance Code issued by the Financial Reporting Council, with the exception of
provision 10 noted below.
Code Provision 10: Non-Executive Director service for more than nine years
Ian Wood stood down as a Non-Executive Director on 8 October 2024, having first being appointed as a Non-Executive Director
of the Company on 1 October 2015. Given that his tenure overran the recommended term by a matter of days, the Board did
not consider Ian’s independence compromised, with the additional time allowing Ian’s attendance at a further scheduled Board
meeting, allowing the completion of a structured handover.
Justin Richards
Company Secretary
11 December 2024
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NOMINATION COMMITTEE REPORT
Introduction
The Nomination Committee reviews the leadership
needs of the Group to ensure that the Board has
the skills and experience required to deliver against
the Company’s strategic objectives and effectively
compete in the marketplace now, and in the future.
Committee membership
The Committee currently comprises the Chair, Tim Jones, and four
independent Non-Executive Directors, Shelagh Hancock, Stuart Lorimer,
Gillian Watson and Fiona Rodford. Peter Page, who formerly chaired
the Nomination Committee, stepped down from the Board and this
Committee on and left the Group on 17 November 2023. John Worby
was a member of the Committee until 31 October 2023, when he retired
from the Board. Gillian Watson joined the Board on 9 October 2023, also
becoming a member of the Committee. On 20 February 2024, Fiona
Rodford joined the Board and this Committee. Ian Wood stepped down
from the Board and its Committees on 8 October 2024, having served
just over nine years as a Non-Executive Director. As announced on 12
November 2024 Shelagh Hancock will step down from the Board and its
Committees on 31 December 2024.
Meetings in the year
The Committee met on two scheduled occasions during FY24.
Details of attendance can be found on page 76.
Responsibilities and activities of the Committee
The key areas of activity over FY24 are shown below, alongside the key
responsibilities of the Committee. In some instances, the activities noted
spanned more than one financial year.
Further details of the responsibilities of the Committee can be found in
the Nomination Committee’s Terms of Reference located at
www.carrsgroup.com/corporate-governance.
NOMINATION COMMITTEE MEMBERS*
Tim Jones (Chair)
(Non-Executive Director)
Shelagh Hancock
(Non-Executive Director)
Stuart Lorimer
(Non-Executive Director)
Gillian Watson
(Non-Executive Director)
Fiona Rodford
(Non-Executive Director)
* As at the date of this report
Tim Jones
Nomination Committee Chair
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Key Responsibilities of the Committee Activities during the year
Reviewing the structure, size and
composition of the Board and monitoring
the range of skills, knowledge and
experience required for the Board to
operate effectively and to deliver the
Group’s strategy.
• Review of Director skills to assess the range of skills, attributes and experience
on the Board, to ensure that it remains effective, balanced and suited to the
Group’s strategic priorities.
• Undertook an external Board effectiveness review.
• General review of the structure, size, composition and diversity of the Board, its
Committees and Senior Management across the Group, with particular focus on
the required capability needs to support the Group's strategy.
Overseeing Board and Senior
Management succession planning,
including setting objective selection
criteria and transparent recruitment
processes, and making recommendations
to the Board in relation to the appointment
of Executive and Non-Executive Directors.
• CEO succession, with David White being appointed as CEO with effect from
17 November 2023 following Peter Page stepping down from the Board and
leaving the Group.
• CFO succession with the appointment of Gavin Manson as Senior Manager and
CFO with effect from 13 November 2023.
• Appointment of Martin Rowland as Executive Director of Transformation with
effect from 13 November 2023 and re-appointed as a Non-Executive Director
on 13 November 2024.
• Non-Executive Director succession planning, with Gillian Watson being appointed
to the Board on 9 October 2023, and appointed Senior Independent Director
on 31 October 2023, and Fiona Rodford being appointed to the Board on 20
February 2024 and becoming Remuneration Committee Chair on 31 July 2024.
• Senior Management succession planning.
Setting the Group’s policy on diversity
and inclusion and overseeing its
implementation in succession planning
across the Group.
• Implementation of the Board’s policy on diversity and inclusion through
succession planning and recruitment of Board members.
• Review of the breadth of skills, experience, knowledge and diversity amongst
the Board.
Reviewing the leadership needs of the
Group, both Executive and Non-Executive,
to ensure the businesses operate
effectively in their particular markets.
• Board training on several topics delivered.
• Consideration of options on the size of the Board and the expertise and
experience required to support the Group's strategy.
• Evaluation of Board composition and skills.
Reviewing the Committee’s Terms of
Reference to ensure it is operating effectively
and reflects the Committee’s remit and
recommending any changes it considers
necessary to the Board for approval.
• Review and update the Committee’s Terms of Reference – published on the
Group’s investor website. www.carrsgroup-ir.com
Reviewing the results of the Committee’s
performance evaluation.
• Following feedback from external review, action plans as detailed below.
Further information on the above
activities is set out on the pages which
follow.
Board Composition
As part of the Group’s succession
planning and to ensure that the Board
possesses the necessary experience and
skills to support the Group's strategy, new
Non-Executive Directors were welcomed
to the Board during FY24.
Non-Executive Directors
As previously reported, the Nomination
Committee commenced a search for
an additional Non-Executive Director
to join the Group following the AGM
in February 2023. The recruitment
process was led by the Committee
supported by Pure Executive. In
selecting candidates for the role, a
detailed profile matrix was developed
that also included the position of Senior
Independent Director, a role which
had been fulfilled by John Worby. The
Committee considered experience
of public companies of similar scale
to Carr’s Group, sector experience as
well as board committee experience.
Important skills and characteristics as
well as the balance of skills, experience
and knowledge present across the
existing Board, the culture of the Group
and the benefits of diversity were
also considered. 369 people were
identified as potential candidates, of
which eight were interviewed. The
short-list comprised six individuals,
all female, one being from a diverse
ethnic background. Following the
Committee’s recommendation, Gillian
Watson was appointed to the Board
on 9 October 2023 as an independent
Non-Executive Director. Gillian was
also appointed to the Nomination
Committee, Audit Committee (now Audit
and Risk Committee) and Remuneration
Committee and has held the position of
Senior Independent Director since John
Worby’s retirement from the Board.
As previously reported, John Worby
stood down as Audit Committee Chair
following the General Meeting of the
Company held on 2 May 2023 and after
nearly nine years at Carr’s, retired from
the Board on 31 October 2023. John left
the Company with the Board’s thanks
and best wishes for the future.
Martin Rowland, who was appointed as
a Non-Executive Director representing
Harwood Capital Management Limited
(“Harwood”) pursuant to a relationship
agreement between the Company and
Harwood, was appointed as Executive
Director of Transformation from
13November 2023 (see below).
As announced on 12 November 2024
Martin was re-appointed as Non-
Executive Director on 13November2024.
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NOMINATION COMMITTEE REPORT CONTINUED
1. The Committee’s Terms of Reference state that the Nomination Committee is required to make recommendations to the Board concerning suitable candidates
assuccession for existing Directors.
During the search for a Non-Executive
Director to join the Group and replace
John Worby as Senior Independent
Director upon his retirement, the
Committee met with Fiona Rodford.
Having been impressed by Fiona’s
extensive experience as a Chief People
Officer within large global businesses,
the Committee considered that she
possessed skills and experience
that would be invaluable as Ian
Wood approached the end of his
nine-year tenure on the Board and
recommended her appointment to the
Board. Accordingly, on 20 February
2024 Fionabecame a Non-Executive
Director, and member of the Company’s
Nomination and Remuneration
Committees, succeeding Ian as
Remuneration Committee Chair on
31 July 2024, following a structured
handover ofresponsibilities. Fiona also
became a member of the Audit and Risk
Committee on 6 December 2024.
Having served nine years as a Non-
Executive Director, Ian Wood stood
down from that office on 8 October
2024. Ian’s tenure as a Non-Executive
Director totalled nine years and seven
days, in order to allow a smooth
handover following year-end; the
Board does not consider that Ian’s
independence was impaired by the
length of his appointment. Ian leaves the
Company with the Board’s thanks and
best wishes for the future.
As announced on 12 November 2024
Shelagh Hancock will be standing down
from the Board on 31 December 2024.
We wish Shelagh continuing success
forthe future.
Chief Executive Officer
As previously reported, Peter Page
stepped down from the Board and left
the Group on 17 November 2023. The
process to identify a successor to Peter
Page was led by Tim Jones as Chair
of the Nomination Committee. David
White, who had joined the Board as
Chief Financial Officer on 21 February
2023 and considered at that time to be
a potential successor for the CEO role,
was identified as a candidate. Following
discussions and consideration of the
Group’s requirements following the
disposal of the Agricultural Supplies
Division, the strategic plan and the need
for an efficient and orderly handover
of responsibilities, as well as previous
experience in international senior
leadership, operations and finance
roles, the Nomination Committee
recommended David as the new CEO.
The recommendation was approved by
the Board and David was appointed as
CEO with effect from 17 November 2023.
Chief Financial Officer
On 13 November 2023, it was announced
that following the Committee’s
recommendation, David White would
be appointed Chief Executive Officer
with effect from 17 November 2023.
Following a recruitment process
supported by recruitment consultants
Eton Bridge, and in accordance with
the Committee’s Terms of Reference
1
,
the Committee recommended to the
Board the appointment of Gavin Manson
as the new CFO, taking effect from
13November 2023. As new CFO, Gavin
has not been appointed to the Board but
attends Board meetings by invitation.
Executive Director
ofTransformation
Martin Rowland was appointed
Executive Director of Transformation
with effect from 13 November 2023.
The appointment of an Executive
Director of Transformation was led by
Nomination Committee Chair, Tim Jones.
The Committee considered the role
complementary to the existing Executive
Director position (namely the CEO) and
considered the skills and experience
the role would require to effectively
implement the Group’s strategic plan.
The Committee recommended to the
Board that, given his experience in
operational and strategic positions in
mid-size and large corporates as well
as his executive and non-executive
board experience, Martin Rowland be
appointed as Executive Director of
Transformation. The recommendation
was approved by the Board. Martin
was re-appointed as a Non-Executive
Director of the Company following
the end of his 12-month contract as
Executive Director of Transformation.
Committee Succession
Changes in Committee membership
reflect the Company’s Non-Executive
Director succession planning. Gillian
Watson joined the Nomination
Committee, the Audit and Risk
Committee and the Remuneration
Committee on 9 October 2023 and
John Worby stepped down from the
Board and its three Committees on 31
October2023. PeterPage stepped down
from the Board and the Nomination
Committee and left the Group on 17
November 2023. On her appointment to
the Board on 20 February 2024, Fiona
Rodford also joined the Nomination
Committee and the Remuneration
Committee, subsequently succeeding
Ian Wood asRemuneration Committee
Chair on 31July 2024. Fiona also
became a member of the Audit and Risk
Committee on 6 December 2024.
As at the date of this report, Board Committee membership is as follows:
Nomination Committee Audit and Risk Committee Remuneration Committee
Tim Jones (Chair) Stuart Lorimer (Chair) Fiona Rodford (Chair)
Shelagh Hancock Shelagh Hancock Shelagh Hancock
Stuart Lorimer Gillian Watson Stuart Lorimer
Gillian Watson Fiona Rodford Gillian Watson
Fiona Rodford Tim Jones
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Group Succession Planning andDevelopment
People are key to the Company delivering its strategy and meeting its objectives. The
Committee keeps the structure, size and composition of the Board under review and
makes recommendations to the Board to ensure that plans are in place for orderly
Director succession. The broader Group’s succession planning focuses upon ensuring
that a diverse pipeline of appropriately qualified and experienced employees are
recruited or developed internally to meet the future management and leadership
needs of the Group. Recruitment processes for leadership and senior positions across
the Group are managed under the supervision of the Senior HR leadership, inviting
both internal and external candidates. Independent recruitment consultants are also
appointed where appropriate.
Across the Group, our career pathway and employee development initiatives continue
to evolve and are designed to attract, retain and develop the best talent. Further
details of those initiatives are described on pages 37 to 39 (inclusive). During the year,
the Senior HR leadership met with the Committee to review succession planning for
Senior Management and key personnel.
Diversity and Inclusion
As at the date of this report, employee numbers were 626 across the two Divisions.
The table below shows the gender breakdown across the Group.
Gender breakdown Total Male Female
Group Employees 626 494 132
Senior Managers* 14 11 3
Direct Reports to Senior Managers 67 49 18
* Includes Executive Directors with direct reports
The Group’s principal concern when making employment decisions is ensuring
that candidates possess the skills, knowledge and experience, or the potential to
develop the required skills, knowledge and experience, to meet the requirements of
the Group. All appointments, whether external recruitments or internal promotions,
are based on merit, and are not influenced or affected by race, colour, nationality,
religion or belief, gender, marital status or civil partnership, family status, pregnancy
or maternity, sexual orientation, gender reassignment, disability, or age. There are no
differences in pay structures for persons of different genders performing similar roles.
As a multinational organisation, we aim to recruit talented people that reflect the
diverse nature of the countries, sectors and customers we serve. Wevalue the
unique contribution that each employee brings to the Group, and we are committed
to creating an inclusive work environment where all our employees can fulfil their full
potential. The Nomination Committee recognises that diversity strengthens the Board,
bringing a broad range of perspectives and richness of decision-making debate. We
are committed to extending diversity throughout the Group. Successful delivery of
the Group’s strategy depends on the recruitment and retention of a motivated and
skilled workforce in an increasingly competitive labour market. The Board recognises
that steps taken to improve diversity in the workplace increase the attractiveness of
the Group to prospective employees and enhance the available talent pool.
Details of Board diversity, including the Board Diversity Policy can be found on pages
74 and 75, and details on diversity and inclusion for all employees including Senior
Managers can be found above.
Director Independence
Details relating to Director independence can be found in the Corporate Governance
Report on page 79.
Board Evaluation
In June 2024 an external Board
effectiveness review was undertaken
with the support of Bvalco. Details of the
process and its outcomes are set out in
the Corporate Governance Report on
pages 80 and 81.
Committee Effectiveness
The effectiveness of the Committee
was considered as part of the Board’s
external effectiveness evaluation
described on pages 80 and 81. The
review found that the Committee was
well led and effectively orchestrated
important Board and leadership
appointments; it pays good attention
to long-term succession planning. The
feedback applauded the detail and
frankness of the Committee’s report
back to the Board and recommended
that each Non-Executive Director’s
annual review contain more
personalised constructive feedback,
thus allowing them to contribute even
more effectively to the Board and
continue to achieve their own personal
career goals.
Director Re-election
In accordance with best practice under
the UK 2018 Corporate Governance
Code, at the forthcoming AGM expected
to take place in February 2025, Tim
Jones, David White, Stuart Lorimer,
Gillian Watson and Martin Rowland will
each stand for re-election to the Board
and Fiona Rodford will stand for election
to the Board. As announced on
12 November 2024, Shelagh Hancock
will stand down from the Board on
31 December 2024.
The Board will set out in the Notice of
Annual General Meeting its reasons for
supporting the re-election or election of
each Director. Their biographical details
on pages 70 and 71 demonstrate the
range of experience which each brings
to the benefit of the Group.
The Nomination Committee Chair will
attend the AGM to respond to any
shareholder questions that might be
raised on the Committee’s activities.
Tim Jones
Nomination Committee Chair
11 December 2024
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AUDIT AND RISK COMMITTEE REPORT
Introduction
During the year under review the Audit Committee
assumed delegated responsibility for risk management
in addition to its prior focus on effective governance
and financial reporting. TheCommittee was renamed
the Audit and Risk Committee and its Terms of
Reference updated.
The Committee assists the Board in discharging its responsibilities for
the integrity of the financial statements and narrative reporting, the
effectiveness of internal controls, the identification and management of
risks, and the external and internal audit processes.
The report on the pages which follow details the principal activities of the
Committee during the year, together with information on its governance.
Committee Membership
During the year the Committee comprised five independent Non-
Executive Directors: Stuart Lorimer (Committee Chair), Gillian Watson,
Shelagh Hancock, Ian Wood and John Worby. John Worby stepped
down from the Board and its Committees on 31 October 2023.
Ian Wood stepped down from the Board and Committee on 8 October
2024 .Fiona Rodford joined the Committee on 6 December 2024 and
Shelagh Hancock will step down from the Board and its Committees on
31 December 2024.
The Committee acts independently of management, and the Board is
satisfied that the Committee taken as a whole has the appropriate skills,
knowledge, experience, and understanding of the Group’s undertakings
to effectively discharge the Committee’s responsibilities.
Meetings in the Year
The Committee met on six scheduled occasions during the financial
year (details of attendance can be found on page 76) and has an agenda
linked to the Group financial calendar. The meetings are attended by the
AUDIT AND RISK COMMITTEE MEMBERS*
Stuart Lorimer (Chair)
(Non-Executive Director)
Shelagh Hancock
(Non-Executive Director)
Fiona Rodford
(Non-Executive Director)
Gillian Watson
(Non-Executive Director)
* As at the date of this report
Stuart Lorimer
Audit and Risk Committee Chair
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Committee members and, by invitation,
the Executive Directors, representatives
from the external auditor and other
senior finance personnel.
During the year, the Committee regularly
met privately with the external auditor.
Several additional, previously unscheduled,
Board and Audit and Risk Committee
meetings were held during the
financial year ended 31 August 2024
largely in relation to the assumption of
responsibility for risk management.
Responsibilities of the Committee
The primary role of the Committee is to
assist the Board in fulfilling its oversight
responsibilities. This includes providing
Responsibilities of the Committee Activities during the year
Financial Reporting
• Reviewing and monitoring the integrity
of the Group’s financial statements and
related narrative reporting including
the appropriateness of the Group’s
accounting policies.
• Considering the process for assessing
the Group’s prospects and the
disclosures made in the Viability
Statement in the Annual Report.
• Reviewed and challenged key financial reporting judgements and estimates.
• Reviewed the Group’s going concern and Viability Statement disclosures.
• Reviewed and approved the Alternative Performance Measures used by the
Group, including Adjusting Items.
• Where requested by the Board,
providing advice on whether the Annual
Report and Accounts, taken as a whole
is fair, balanced and understandable
and provides the information necessary
for shareholders to assess the Group’s
position and performance, business
model and strategy.
• Reviewed the Group’s financial statements and narrative to ensure that this is fair,
balanced and understandable.
• Reviewed the Group’s disclosures over assets held as "discontinued" and as
"held for sale" to ensure the appropriateness of these statutory disclosures and
supplementary disclosure.
• Reviewed the three-year time horizon for the Group’s Viability Statement.
• Reviewed the Group’s budget, forecasts and sensitivity analysis, and concluded
that the Group is viable over the three-year time horizon.
• Reviewed the Group’s disclosures in respect of the Task Force on Climate-
related Financial Disclosures.
External audit
• Reviewing and monitoring the scope and
effectiveness of the external audit, taking
into consideration relevant professional
and regulatory requirements.
• Reviewed the audit strategy and plan.
• Agreed the terms of engagement and remuneration of the external auditor.
• Considering the independence and
objectivity of the external auditor, and
the Group’s policy on the engagement
of the external auditor to supply
non-audit services.
• Reviewed the Group’s policy for non-audit work and monitored the
independence of the external auditor.
• Discussed and agreed on external auditor recommendations to improve year-
end reporting and audit process.
• Discussed with the external auditor those issues requiring judgement and
estimation, including significant debate on the accounting treatment related to
the disposal of the Agricultural Supplies Division.
Internal control and risk management
• Reviewing the effectiveness of the
Group’s internal financial controls, and
other systems of internal control and
risk management.
• Reviewed the Group’s internal controls and risk management systems, as well
as the Group Risk Register.
• Considered the actions necessary to improve the internal control environment
following assessments conducted internally and by outsourced internal audit
and challenged and subsequently agreed a plan presented by management.
• Considered key areas of risk identified by the external auditor in the context of
management's actions and the nature of the business.
Internal audit
• Reviewing the scope and effectiveness
of the internal audit function.
• Reviewed the outsourced internal audit work plan for the year and the
effectiveness and cost-effectiveness of the internal audit function.
• Reviewed reports from outsourced internal audit on the work undertaken and
the output and recommendations from that work.
Whistleblowing and anti-bribery
• Review of the Group’s whistleblowing
and anti-bribery policies and
arrangements.
• Reviewed the Group’s Whistleblowing Policy.
• Reviewed the Group’s Anti-Bribery Policy.
• Reviewed on behalf of the Board any whistleblowing or similar reports together
with their resolution.
effective governance over the integrity
of the Group’s financial reporting, the
effectiveness of its systems of internal
control and of risk identification,
management and reporting.
These responsibilities drive the main
activities of the Committee as noted below.
In some instances, the activities noted
spanned more than one financial year.
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AUDIT AND RISK COMMITTEE REPORT CONTINUED
Members of the Committee were also
involved in the selection process for
the incoming Chief Financial Officer
(Gavin Manson) who joined the Group
on 13 November 2023. Details of this
process are contained in the Nomination
Committee Report on pages 88 to 91
(inclusive). The Committee reviews
its Terms of Reference regularly
and makes recommendations to the
Board for any appropriate changes
(the Committee’s Terms of Reference
can be found on the Group’s website
at www.carrsgroup.com/corporate-
governance/). The most recent
update to the Terms of Reference
was made following the June 2024
Committee meeting. The Committee
regularly reports to the Board on how it
discharges its responsibilities.
Details on specific work undertaken
during the year are set out below:
Review of Key Judgements
andEstimates
An important responsibility of the
Committee is to review and agree
significant estimates and judgements
made by management. To satisfy this
responsibility, the Committee reviewed
detailed written reports from the Chief
Financial Officer and the external
auditor at its meetings, to review the
half-year and year-end results. The
Committee carefully considered the
content of these reports in evaluating
the significant issues and areas of
judgement across the Group.
The key areas of judgement in the year
were as follows:
• Disclosure of Discontinued Operations:
IFRS 5 sets specific criteria, which
if met, business operations or
assets to be separately disclosed
as being discontinued or held for
sale. In determining the appropriate
accounting treatment and disclosure
of certain assets, the Committee
reviewed the circumstances
surrounding each relevant disposal
group and asset individually at the
year end and also took into account
circumstances after the year end in
assessing the appropriateness of the
year-end position. In the current year
the Committee concluded that it was
appropriate under IFRS 5 to report the
businesses and assets outlined below
as being discontinued or held for sale:
– The companies comprising the
Engineering Division – allocated
into two disposal groups 1) the
division excluding the Chirton
machining business and 2) the
Chirton machining business
– The Afgritech business based in
Watertown, New York State
– The Group’s investment
property portfolio
In addition to determining the correct
basis of disclosure of the above assets
the Committee also considered the Net
Realisable Value for each asset.
• Revenue recognition in relation to
Engineering: ISA (UK) 240 presumes a
risk of revenue misstatement due to
improper recognition. The key risk to
revenue recognition is judged to be in
relation to the recognition of revenue
and profit on engineering contracts,
the completion or final agreement
of which extend beyond the year
end. To assess the risk to the Group,
the Committee reviewed reports
from management and the external
auditor on the application of revenue
recognition policies by management
to major contracts not completed or
finalised at the year end. The Group's
normal assessment processes were
found to be relevant to contracts
spanning the FY24 period end and
no material adjustments have been
deemed necessary during the FY24
year-end close process.
• Potential goodwill impairment:
The Committee challenged the
reasonableness of the future business
performance assumptions adopted
by management for those businesses
that had underperformed against
expectations in light of historical
performance and market trends
and, as appropriate, in the context of
disclosure of assets as being "held for
sale". The Committee also reviewed
the assumptions underlying the
discount rates used in the evaluation.
The Committee concurred with
management’s view that impairments
were required in respect of assets
held for sale: Chirton (£3.2m), Afgritech
(£0.8m) and one property (£0.7m)
and that impairment of Animax was
required on a continuing basis (£2.2m).
Details of the impairment review are
contained in notes 12 and 13.
• Defined benefit pension scheme: The
Committee considered valuations of
the scheme’s investments, and the
key actuarial assumptions used to
value the scheme obligations. The
assumptions made were reviewed
against market data in conjunction
with independent actuarial specialists
to assess their appropriateness, and
the disclosures on the sensitivity of
the obligations to changes in such
assumptions were reviewed. The
Committee was satisfied that the
scheme’s assets were appropriately
valued, that the assumptions
adopted in relation to the scheme’s
liabilities were appropriate, and
that disclosures made in relation
to the scheme were appropriate.
In the current year the Company
has been working with the pension
scheme trustees to assess the
viability of de-risking the scheme.
This has brought to light information
relating to the application of "the
Barber Window" in the 1990s that
has now been taken into account in
the scheme accounting disclosures.
The Committee considered the
appropriate disclosure of the resultant
increase in past service accrual and
concluded that treatment as an
adjusting item in the current year
wasappropriate.
Going Concern and
ViabilityStatement
The Committee reviewed
management’s reports regarding the
going concern assumption and the
Viability Statement disclosures. Specific
focus was given to the assumptions
used in cash flow forecasts, given
historic forecasting accuracy, while
the sensitised scenario analyses and
analysis of financing headroom were
also scrutinised. The Committee also
reviewed reports from the external
auditor in relation to the appropriateness
of the period of viability considered
by management and the risks and
scenarios applied. Considering all
available information, including ongoing
inflationary pressures, divisional trading
sensitivities and challenging the
assumptions adopted by management,
the Committee was satisfied that the
going concern assumption remained
appropriate, and that disclosures in the
Annual Report and Accounts in relation
to going concern and the Viability
Statement were appropriate.
TCFD Disclosures
The Committee reviewed the TCFD
disclosures and Scope 1 and Scope
2 emissions. The Committee was
satisfied with the reasonableness of the
disclosures and acknowledged that,
while the TCFD disclosures were an
improvement on the prior year, further
work to enhance these is underway.
The quality of these disclosures will also
benefit from the significant activities that
are ongoing in this area.
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Carr's Group plc | Annual Report and Accounts 2024
Fair, Balanced and
Understandable
The Committee, further to the Board’s
request, reviewed the Annual Report
and Accounts, and provided advice to
the Board in relation to whether the
Annual Report and Accounts, taken as
a whole, is considered fair, balanced,
and understandable, and provides the
information necessary for shareholders
to assess the Group’s position,
performance, business model and
strategy. To make this assessment, the
Committee reviewed a report prepared
by the Chief Financial Officer outlining
key matters and circumstances affecting
the Group. The Committee was satisfied
that such matters were adequately
referenced or reflected within the
Annual Report and Accounts.
Internal Control and
RiskManagement
During the year the Committee
monitored the effectiveness of the
Group’s internal control and risk
management systems. The Committee
reviewed the FY23 report prepared
by the external auditors to assess
whether improvements in the control
environment had been made. During
the year the Company conducted an
in-depth review of internal controls and
also conducted a review by outsourced
internal audit over key controls. These
reviews identified shortcomings in the
control environment and management
implemented a targeted programme
of activity to improve key controls
immediately and the broader
control environment.
The Committee reported to the Board
that whilst the required improvements
are noted it was satisfied that the
immediate actions taken to improve key
controls left the overall effectiveness
of the Group’s internal control and risk
management systems as adequate,
albeit that further improvements are
being implemented post year-end.
External Audit
The reappointment of Grant Thornton
as the Group’s external auditor was
recommended by the Board and
approved by shareholders at the General
Meeting held on 20 February 2024.
The Committee assessed the expertise
and independence of Grant Thornton
during the year, as well as consideration
of the terms of engagement and
remuneration. Grant Thornton’s audit
partner is Michael Frankish, and this is
his third year in thatrole.
The Committee reviewed Grant
Thornton’s detailed audit plan
presented by it in July 2024. Its
performance was assessed by the
Committee, with the decision made to
recommend the reappointment of Grant
Thornton as auditor for the financial year
to 31 August 2024.
The Financial Reporting Council’s Audit
Quality Review team ("AQR") selected
the Grant Thornton audit of the Group’s
financial statements for FY22 as part of
the normal process for reviewing the
quality of external audit processes. AQR
has issued its findings and I am pleased
to report that the review was largely
positive and there were no significant
areas for improvement identified.
External Auditor Independence
The Committee regularly reviews
the objectivity and independence
of the external auditor. The external
auditor confirms compliance with its
own internal policies and procedures
designed to ensure that it complies
with UK regulatory and professional
standards, including ethical standards,
and to ensure that its objectivity is
not compromised.
The Committee also annually reviews
the Group’s Non-Audit Services Policy,
updating and approving the policy
where appropriate. The objective of the
policy is to ensure that the provision of
any such services does not impair, or
is not perceived to impair, the external
auditor’s independence or objectivity.
The policy imposes guidance on the
areas of work that the external auditor
may be asked to undertake and those
assignments where the external auditor
should not be involved. The policy can
be viewed on the Group’s website
www.carrsgroup-ir.com.
To ensure that the policy is effective,
and the level of non-audit fees is kept
under review, all non-audit services
must be approved by the Chief Financial
Officer and reported to the Committee.
Prior approval of the Committee is also
required before the external auditor is
engaged to provide non-audit services
costing over £25,000 in aggregate. During
the year, no non-audit services were
provided to the Group by Grant Thornton
other than limited work in reviewing the
unaudited interim results of the Group.
The Committee considers Grant
Thornton to remain independent and
recommended to the Board that Grant
Thornton be reappointed as the Group’s
external auditor.
Internal Audit
The Committee is responsible for
monitoring the performance and
effectiveness of the Group’s internal
audit activities. During the year the
internal audit function was moved to
an outsourced provider.
The activity of the outsourced provider
was agreed based on management's
assessment of specific areas requiring
focus. In the current year these were
1) the application of key controls across
the Group and 2) preparation and
readiness for an ERP implementation in
the US Agriculture business.
On an annual basis, the Committee
also reviews and approves the Group’s
internal audit charter which describes
the role and mandate of the internal
audit function.
The Committee keeps the performance
and effectiveness of the internal audit
function under review, assessing the
capacity, experience and expertise
within the internal audit function against
the existing and emerging risks in the
Group. The Committee is satisfied that
the outsourced arrangements give the
Group access to a range of skills and
experience appropriate for the Group
and were satisfied by the activities
undertaken. The internal audit work plan
will be regularly reviewed to respond to
any emerging risks or challenges.
Committee Effectiveness
The effectiveness of the Committee
was considered as part of the
Board’s internal effectiveness
evaluation described on pages 80
and 81. Feedback from the evaluation
confirmed that the Committee continues
to operate effectively and fulfil
its responsibilities.
The Committee Chair will be available
at the forthcoming AGM expected to
be held in February 2025 to respond to
any shareholder questions that might be
raised on the Committee’s activities.
Stuart Lorimer
Audit and Risk Committee Chair
11 December 2024
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Financial StatementsOverview Strategic Report Corporate Governance
REMUNERATION COMMITTEE REPORT
Introduction
The Committee’s report is presented in the following sections:
1. The Annual Statement: The Annual Statement highlights some of
the key considerations for the Committee during the year and forms
part of the Annual Report on Remuneration.
2. The Annual Report on Remuneration: The Annual Report on
Remuneration sets out how the Directors’ Remuneration Policy
was applied in FY24; provides details of the remuneration received
by Directors relating to FY24; and outlines how the policy will be
applied during FY25. The Annual Report on Remuneration will be
subject to an advisory shareholder vote at the forthcoming AGM
expected to take place in February 2025.
3. The Directors’ Remuneration Policy: The Group’s policy for the
remuneration of Executive Directors, the Chair and Non-Executive
Directors is set out on pages 112 to 119 (inclusive). The most recent
Directors’ Remuneration Policy was approved by shareholders at
the AGM which took place on 20 February 2024. No changes to the
Directors’ Remuneration Policy were proposed this year.
REMUNERATION COMMITTEE MEMBERS*
Fiona Rodford (Chair)
(Non-Executive Director)
Tim Jones
(Non-Executive Director)
Stuart Lorimer
(Non-Executive Director)
Shelagh Hancock
(Non-Executive Director)
Gillian Watson
(Non-Executive Director)
* As at the date of this report
Fiona Rodford
Remuneration Committee Chair
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Carr's Group plc | Annual Report and Accounts 2024
1. Annual Statement
from the Chair of
the Remuneration
Committee
Performance and Remuneration
in FY24
Performance outcomes are reflected in
the remuneration received by Executive
Directors, based on financial and non-
financial targets. The financial and non-
financial targets set by the Committee,
together with the resulting remuneration
payable to the Executive Directors,
are detailed in the Remuneration
Committee’s Report which follows.
Adjusted profit before tax for the full
Group was £8.5m, 43% ahead of the prior
year (2023: £6.0m). Adjusted earnings
per share increased from 5.5p (restated)
in 2023 to 7.1p.
Full-year performance fell short of
the original budget set by the Board
with the result that no annual bonus
was payable relating to financial
targets. Notwithstanding this financial
performance, good progress was made
towards achieving the non-financial
targets (see pages 102 and 103
for details) and in positioning the
business well for future growth. Non-
financial targets were achieved, in part,
during the year, in relation to which
annual bonus was payable to David
White (being the only eligible
Executive Director).
Owing to the performance of the Group
over the last three financial years, no
long term award share option awards
granted to Executive Directors under
the Group’s Long-Term Incentive Plan
will vest in relation to the performance
period which ended on 31 August 2024.
The Committee is satisfied that the
Remuneration Policy operated as
intended in FY24, and that remuneration
outcomes for Executive Directors
are aligned with Group strategy and
shareholders’ interests.
Full details of the remuneration targets
set by the Committee, together with
performance against those targets and
the remuneration outcomes for FY24,
are contained within the Annual Report
on Remuneration which is set out on the
following pages.
Key Matters Considered in FY24
Committee Changes
Ian Wood stood down as Chair of
the Remuneration Committee with
effect from 31 July 2024. Ian had
been Chair of the Remuneration
Committee since 2017 and was the
Board's Representative for Employee
Engagement. As announced on 1August
2024, I succeeded Ian in both of these
roles having joined the Board and the
Committee on 20 February 2024. I would
like to extend my personal thanks to Ian
for all his help and support over the past
months. Ian left the Board and the Board
Committees on 8 October 2024.
Gillian Watson was also welcomed as a
member of the Committee following her
appointment to the Board on 9 October
2023. John Worby stood down from
the Board and the Board Committees,
including the Remuneration Committee,
on 31 October 2023. As announced on
12 November 2024 Shelagh Hancock
will stand down from the Board
and the Board Committees on
31 December 2024.
Executive Director Changes
As previously reported in the FY23
Annual Report and Accounts, David
White was appointed CEO with effect
from 17 November 2023, having
previously been a member of the
Board as the Group’s Chief Financial
Officer. The Committee, having
consulted with external advisers
PricewaterhouseCoopers LLP (“PwC”)
agreed the remuneration arrangements
for David White as the new CEO, which
other than a change in salary and
the introduction of a car allowance,
remained the same. Details of the
remuneration for David White can be
found on the pages which follow.
David succeeded Peter Page who
stepped down from the Board and left
the Group on 17 November 2023. Peter
Page’s remuneration on departure was
agreed by the Committee, the details of
which were included in the FY23 Annual
Report and Accounts and can also be
found on page 106.
1
As also reported in the FY23 Annual
Report and Accounts, with effect from
13 November 2023, Martin Rowland
was appointed Executive Director of
Transformation, having previously been
a member of the Board as a Non-
Executive Director since March 2023.
The Committee also consulted external
advisers PwC to the remuneration
arrangements for Martin Rowland as he
moved from a Non-Executive Director
to an Executive Director. Details of the
remuneration arrangements for Martin
Rowland can be found on page 111.
Martin was re-appointed as a Non-
Executive Director of the Company on
13 November 2024.
1. No annual bonus relating to FY24 was paid to former CEO, Peter Page, who stood down from the Board
and left the Group on 17 November 2023.
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Financial StatementsOverview Strategic Report Corporate Governance
2. Annual Report On
Remuneration
This part of the Directors’ Remuneration
Report outlines the key considerations
of the Committee during the year
and sets out a summary of how
the Directors’ Remuneration Policy
was applied for FY24. The Directors’
Remuneration Policy can be found
on pages 112 to 119 (inclusive).
Remuneration Committee
The Role of the Committee
The main role of the Remuneration
Committee is to make
recommendations to the Board on the
Group’s policy for Director remuneration.
The Committee also has delegated
responsibility for setting remuneration
for the Company’s Chair and Executive
Directors and members of the Senior
Management Team, including the
Company Secretary, in accordance with
the principles and provisions of the UK
2018 Corporate Governance Code.
Committee Membership
The Committee is comprised of
independent Non-Executive Directors.
The Committee members as at the
date of this report are detailed on page
96. Changes in the composition of the
Committee during FY24 are detailed on
page 97.
The Executive Directors may attend
meetings of the Remuneration
Committee by invitation and in an
advisory capacity only. No person
attends any part of a meeting at
which his or her own remuneration is
discussed. The Chair and the Executive
Directors determine the remuneration
of the other Non-Executive Directors.
Meetings in the Year
The Committee met on five scheduled
occasions during FY24. Details of
attendance can be found on page 76.
Remuneration for New Senior
Management Appointments
There were also new Senior
Management appointments during
FY24. These included Gavin Manson
who joined the Group as Chief Financial
Officer, a non-Board position, with effect
from 13 November 2023, and Josh
Hoopes who joined the Group as CEO,
Global Agriculture on 1 March 2024. In
accordance with the Committee Terms
of Reference, the Committee approved
the remuneration arrangements for
each of Gavin Manson and Josh Hoopes
as members of the Senior Management
Team. Details of Senior Managers’
remuneration are not included in
thisreport.
Strategic progress
During FY24, the Committee considered
the remuneration arrangements for the
Executive Director changes and new
Senior Manager appointments detailed
above. Such changes and appointments
have helped support the Group's
strategy and will continue to support
the disposal of the Engineering Division
in FY25 and the turnaround and growth
plan of the continuing Group. Details of
expected remuneration in FY25 can be
found on pages 110 and 111.
New Sharesave Plan
The Carr’s Group Sharesave Plan 2016
expires in January 2026. Therefore a
replacement, Carr’s Group Sharesave
Plan 2025, on terms materially similar to
the existing Plan and including updates
necessary for changes in legislation, has
been drafted and a resolution to adopt
the replacement plan will be proposed
at the AGM expected to take place in
February 2025. A copy of the main terms
of the replacement scheme will be
enclosed with the notice of the AGM.
External Advisers
During the year, external adviser PwC
was engaged to advise the Committee
on remuneration issues, most notably
in connection with the preparation of
the Directors’ Remuneration Report
and application of the Directors’
Remuneration Policy. PwC is a signatory
to the Remuneration Consultants’ Code
of Conduct, which requires that its
advice be objective and impartial.
Total fees incurred for the services
provided amounted to £45,200
(exclusive of VAT). PwC provides other
services to the Company, in relation
to accounting and internal audit. The
Committee is satisfied that no conflicts
of interest exist in relation to advice
provided to the Committee. It is also
satisfied that the members of PwC
teams do not have connections with
the Company which might impair their
independence.
Committee Effectiveness
The effectiveness of the Committee
was considered as part of the Board’s
external effectiveness evaluation
described on pages 80 and 81.
Feedback indicated that the Committee
was chaired well, in an inclusive and
open way and that challenge from
Committee members was constructive
and thorough.
Annual General Meeting
20February 2024
At the AGM of the Company held on
20 February 2024, the Annual Report
on Remuneration was approved with
99.24% of votes cast being cast in favour.
A new Directors’ Remuneration Policy
was also approved by shareholders
at the AGM on 20 February 2024 with
99.11% of votes cast in favour of the
new policy.
Remuneration in FY25
On 8 October 2024, the Investment
Association issued an update to its
existing Principles of Remuneration.
The Committee will be considering the
updated Principles of Remuneration
during FY25.
Details of expected remuneration in
FY25 can be found on pages 110 and 111.
AGM
I hope that shareholders are able to
support the Remuneration Committee’s
Report at the forthcoming AGM
expected to be held in Febraury 2025.
Fiona Rodford
Remuneration Committee Chair
11 December 2024
REMUNERATION COMMITTEE REPORT CONTINUED
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Carr's Group plc | Annual Report and Accounts 2024
Responsibilities and Activities of the Committee
Details of the responsibilities of the Committee can be found in the Remuneration Committee’s Terms of Reference located
at www.carrsgroup.com/corporate-governance/. The key areas of activity over FY24 are shown below alongside the key
responsibilities of the Committee. In some instances, the activities noted spanned more than one financial year.
Key responsibilities of the Committee Activities during the year
Determining the policy for Directors’ remuneration and
reviewing the ongoing appropriateness and relevance
of the Remuneration Policy.
• A new Directors’ Remuneration Policy was approved by
shareholders at the AGM on 20 February 2024 with 99.11%
of votes cast in favour of the new policy. The Committee
reviewed that Policy again in July 2024 and determined
that the Policy remained appropriate and no changes
were required at that time.
Setting remuneration for FY24 for the Chair, Executive
Directors and Senior Management, and determining the total
individual remuneration package of each Executive Director,
the Chair and Senior Management including inclusion in
bonus schemes, incentive payment and share option
arrangements or other share awards.
• Levels of basic pay and remuneration structures for
Executive Directors, the Chair and Senior Management
were reviewed and agreed.
• Specifically in relation to changes which took place during
FY24, the Committee:
– approved remuneration arrangements for David White
as incoming CEO;
– approved the remuneration arrangements for Martin
Rowland as Executive Director of Transformation;
– approved the remuneration arrangements for Senior
Management including the incoming CFO, Gavin Manson,
as successor to an existing director, and Josh Hoopes as
CEO, Global Agriculture; and approved the terms of the
termination of engagement arrangements for Peter Page
as outgoing CEO.
Setting targets for performance-related* pay schemes
for FY24.
• Performance-related targets (both financial and non-
financial) for Executive Directors were agreed in line
with strategy (see pages 102 and 103 for details), and
recommendations for Senior Management targets were
also noted by the Committee.
Agreeing whether options would be awarded under share
incentive plans for the performance period beginning FY24
and ending FY26, and if so, the overall amount of such awards
as well as the individual awards for Executive Directors
and Senior Managers, and the performance targets to be
used. When reviewing the incentive structure for Senior
Management, the Committee considers and ensures that
any ESG risk is not raised by inadvertently motivating
irresponsible behaviour.
• LTIP performance measures for Executive Directors
and Senior Managers were reviewed and agreed.
TheCommittee agreed to make LTIP awards to
Senior Managers as well as to the CEO, David White
(see page 105 for details).
Determining the outcome of remuneration awards for FY24,
taking into account Company and individual performance.
• Remuneration awards for Executive Directors were
determined based on outcomes assessed against
previously agreed performance-related targets
(see pages 102 and 103 for details).
Exercising the powers of the Board in relation to any long-term
incentive arrangements.
• Owing to the performance of the Group over the last three
financial years, the Committee determined that no long-term
share option awards granted to Executive Directors under
the Group’s Long-Term Incentive Plan would vest in relation
to the performance period which ended on 31 August 2024.
Exercising the powers of the Board in relation to any employee
share arrangements.
• The Committee approved a replacement Sharesave Plan
and a resolution to adopt the replacement scheme will
be proposed at the AGM expected to take place in
February 2025.
Reviewing employee remuneration and related policies. • The Committee provided oversight of wider workforce
remuneration in the context of fairness and wider
economic factors; and considered pay and benefits
structures across the Group (including gender pay gap
reporting and CEO pay ratios).
* When reviewing the incentive structure for Senior Managers, the Committee considers and ensures that any ESG risk is not raised by inadvertently motivating
irresponsible behaviour.
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Financial StatementsOverview Strategic Report Corporate Governance
Key responsibilities of the Committee Activities during the year
Engaging with stakeholders on matters within its remit. • Engaging with shareholders as detailed on page 69.
Ensuring periodic review of the Committee’s own performance. • The Committee considered the outcomes from the Board’s
review of the Committee’s effectiveness;
• The Committee reviewed and sought advice from external
advisers PwC on developing remuneration trends, and
their impacts on the activities of the Committee and the
Remuneration Policy (see page 98 for details).
At least annually, reviewing its constitution and terms
of reference.
• A review and update of the Committee’s Terms of
Reference was undertaken. The most recent version is
published on the Group’s website
www.carrsgroup.com/corporate-governance
Further information on each of the above activities is set out on the pages which follow.
Application of the Directors’ Remuneration Policy During FY24
Directors in Post During FY24
Dates of service contracts and appointment to the Board for all Directors in post during FY24 are given below:
Date of service contract/letter of appointment/
renewal of appointment
Date of first appointment
to the Board Date stood/standing down
Executive Directors
David White
1
14 December 2022 (CFO) (as amended
on 14 November 2023 (CEO))
21 February 2023
Martin Rowland
2
13 November 2023 6 March 2023 12 November 2024
Peter Page
3
4 August 2022 1 November 2019 17 November 2023
Non-Executive Directors
Tim Jones 28 August 2024 21 February 2023
Stuart Lorimer 28 August 2024 1 September 2022
Gillian Watson 28 August 2024 9 October 2023
Fiona Rodford 28 August 2024 20 February 2024
Martin Rowland
4
13 November 2024 (re-appointed) 6 March 2023
John Worby 22 August 2023 1 April 2015 31 October 2023
Peter Page
5
20 September 2021 (as amended on
3 December 2021)
1 November 2019 21 February 2023
Ian Wood 28 August 2024 1 October 2015 8 October 2024
Shelagh Hancock 28 August 2024 1 September 2022 31 December 2024
1. Reflecting appointment as CFO and appointment as CEO.
2. Reflecting appointment as Executive Director of Transformation in 2023 and re-appointment as a Non-Executive Director on 13 November 2024.
3. Reflecting Executive Chair appointment under interim arrangements from 11 October 2021 and appointment as CEO in August 2022 (CEO appointment took effect on
the appointment of Tim Jones as Non-Executive Chair).
4. See note 2 above.
5. See note 3 above.
REMUNERATION COMMITTEE REPORT CONTINUED
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Carr's Group plc | Annual Report and Accounts 2024
FY24 Remuneration (Audited Information)
In this section we summarise the pay packages awarded to our Executive and Non-Executive Directors for performance in FY24
versus FY23. The table below shows all remuneration that was earned by each individual during the year and includes a single total
remuneration figure for the year.
Salary/Fees Benefits Pension Total fixed pay Bonus LTIP Total variable pay
Total
remuneration
£’000 FY24 FY23 FY24 FY23 FY24 FY23 FY24 FY23 FY24 FY23 FY24 FY23 FY24 FY23 FY24 FY23
Executive Directors
David White
1
290 142 9 1 12 10 311 153 17 22 – – 17 22 327 175
Martin
Rowland
2
200 – 10 – 8 – 218 – – – – – – – 218 –
Peter Page
3
472 354 – – 3 14 475 368 – – – – – – 475 368
Neil Austin
4
– 131 – 1 – 7 – 139 – – – – – – – 139
Non-Executive Directors
Tim Jones
5
100 50 – – – – 100 50 – – – – – – 100 50
Shelagh
Hancock 45 43 – – – – 45 43 – – – – – – 45 43
Stuart
Lorimer 45 43 – – – – 45 43 – – – – – – 45 43
Gillian
Watson
6
40 – – – – – 40 – – – – – – – 40 –
Fiona
Rodford
7
24 – – – – – 24 – – – – – – – 24 –
John Worby
8
7 43 – – – – 7 43 – – – – – – 7 43
Martin
Rowland
9
9 21 – – – – 9 21 – – – – – – 9 21
Ian Wood 45 43 – – – – 45 43 – – – – – – 45 43
1. Figures for FY23 are reflective of eight months’ service in FY23. Figures for FY24 reflect service as CFO to 17 November 2023, and service as CEO from 17 November
2023. The value in the above in relation to FY23 and FY24 bonus includes 25% deferred in line with the Directors' Remuneration Policy.
2. Figures for FY24 are reflective of service as Executive Director of Transformation from 13 November 2023. See note 9 below.
3. Figures for FY24 reflect services as CEO to 17 November 2023. Figure for FY24 salary includes payments in lieu of notice, payment for loss of benefits during his notice
period and unused holiday entitlement. See page 106 for details.
4. Figures for FY23 are reflective of six months’ service.
5. Figures for FY23 are reflective of six months’ service.
6. Figures for FY24 are reflective of 11 months' service.
7. Figures for FY24 are reflective of seven months' service.
8. Figures for FY24 are reflective of two months'service.
9. Figures for FY23 are reflective of six months’ service in FY23 as a Non-Exective Director. Figures for FY24 are reflective of service as a Non-Executive Director until
16 November 2023. See note 2 above.
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Financial StatementsOverview Strategic Report Corporate Governance
FY24 Annual Bonus Pay-out
The annual bonus is calculated using a combination of financial and non-financial performance targets which are set with regard
to Group budget, historic performance, market outlook and future strategy. The Group is committed to disclosing its performance
targets retrospectively, other than where prevented due to commercial sensitivities.
Financial Targets
CEO Targets FY24 (David White)
David White became CEO from 17 November 2023. The following targets were set by the Committee and performance measured
against the targets set.
60% of David’s bonus was based on adjusted profit before tax (“PBT”) for the Group. Adjusted PBT is calculated as reported PBT
after adding back or deducting any one-off items outside of normal trading that were not anticipated at the time the performance
targets were set. For FY24, the PBT targets were set in accordance with the table below.
Measure (GBP '000s) Threshold Target Maximum
Adjusted PBT 8,810 9,274 9,738
Bonus (% of base salary) 0 30 60
For FY24, adjusted profit before tax for the Group was £8,535. As this performance was below the threshold target, no bonus was
payable to David White in connection with the Group’s financial targets.
Non-Financial Targets
Non-financial targets, which accounted for 40% of the bonus in the year, are assessed independently of financial performance
and details of key non-financial targets set for David by the Committee together with the performance against those targets are
provided in the tables below.
Performance
Measure Target Attainment Commentary
Complete
disposal of
Engineering
Division
• Deliver sale of Engineering Division (whole
or in optimal deal structure) by end of
FY24.
• Support Executive Director of
Transformation through the sale process
and lead communication with key
stakeholders (including shareholders and
employees) during the process.
82% • Progress towards sale of Engineering
Division remains ongoing, but was not
complete by end of FY24
• Communication, internally and
externally, has been lead
by CEO
Deliver improved
performance in
the Agriculture
business
• Establish new global Agriculture
leadership team with skills and expertise
to complement existing capabilities
across the organisation and deliver
growth in the short and medium term.
• Assess historical performance and future
prospects of each of the businesses
within the Agriculture Division and
recommend actions to the Board to
improve performance.
• Execute actions in line with agreed
timetable to deliver performance
improvements across all under-
performing businesses.
90% • Agriculture leadership team has been
completely revamped, with every
member of that team either new to
the business or to their role. New team
have brought a fresh perspective and
good practices to the business, while
working well with the existing team
• Dates for assessment of Animax,
Afgritech and NZ were all delayed to
allow new Global CEO to assess market
potential (for all businesses) and create
a strategy which focuses on core
markets while also dealing with these
under-performing businesses
• Strategy was delivered to the Board
in June 2024 and steps have already
been taken to change the NZ
business model and exit Afgritech
• There have been significant changes
to the local leadership team, and size
of wider team at Animax, with a final
recommendation to be taken to the
Board in early 2025.
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Performance
Measure Target Attainment Commentary
Deliver
improvements
in ESG through
focused
initiatives
• Review of supply chain management
particularly relating to Scope 3 data,
climate-related risks and modern slavery
due diligence.
• Establish and monitor societal targets (e.g.
maintain key talent, reduce employee
turnover, training and development
strategy).
• Oversee the performance of qualitative
scenario analysis and development of
metrics to identify and manage climate-
related risks and realise opportunities
including KPIs, and assessment of
the impact on the Group to ensure
consistency with TCFD recommendations.
• Develop targets to reduce energy
consumption, CO
2
te production and to
assess progress against the net zero
target of 2050.
40% • Limited progress on supply chain
management, although we have
gained some understanding of
where the risk of modern slavery is
greatest (through the UK Agriculture
procurement project)
• Progress against the other objectives
set has been even more limited; this
was slow to begin with and exit of the
Group Environment Manager meant
these initiatives ground to a halt. This
role has not been replaced given
the expected break-up of the Group
and current trading position of the
Agriculture business.
Following the year end, the Committee considered outcomes against the non-financial targets. The table above summarises the
Committee’s assessment of performance against the targets together with the resulting bonus assessed as payable for David
White as the only eligible Executive Director.
In light of the financial targets not being achieved, the Committee considered whether it would be appropriate to make any
downward adjustment to the outcome of the non-financial targets in order to take a holistic view of overall performance. However,
particularly in a year of significant strategic change, the Committee took into account the importance of performance against non-
financial targets and recognising the change in role from CFO to CEO, and believes the determined outcome remains appropriate
and therefore no downward adjustment was made. Overall, the Committee determined that it would award a bonus attributable to
non-financial targets equal to 70.5% of the available opportunity (being 28.2% of the total available bonus).
The total annual bonus payable to David White was therefore 28.2% of salary or £79,854.25 (based on average salary over FY24). In
accordance with the Directors’ Remuneration Policy, and in line with previous awards made to Executive Directors in recent years,
25% of the bonus payable will be deferred in the form of shares for two years.
As noted above, no bonus was payable in connection with the Group’s financial targets.
In addition to the above financial and non-financial performance indicators, the Committee retains full discretion when assessing
performance outcomes to consider other factors, which may include environmental, social and governance considerations, in
order to avoid formulaic outcomes where these would not be appropriate. In relation to the bonus awarded to David White, no
discretions were applied. Other than the specific targets noted above, there were no other relevant ESG matters to be taken into
account by the Committee when determining performance outcomes.
CFO Targets FY24 (David White)
Former CFO, David White was appointed as CEO with effect from 17 November 2023. Given the short period of the year for
which David was CFO and the greater importance which the Committee attached to his new role as CEO, the targets which
were previously discussed for David White (as CFO) were replaced on appointment with new CEO targets for FY24
(see above for details).
Executive Director of Transformation Targets FY24 (Martin Rowland)
Martin Rowland’s bonus is entirely based on financial metrics linked to executing the transformation strategy. Martin Rowland was
appointed as the Executive Director of Transformation with specific goals spanning two financial years. The intention is to evaluate
performance across his full tenure and accordingly pay a bonus which reflects the period of working. The bonus earned will not
exceed 100% of the salary accrued over the 12-month fixed contractual term. Accordingly the performance conditions are yet to
betested.
CEO Targets FY24 (Peter Page)
On 7 August 2023 it was announced that Peter Page would be standing down from the Board and leaving the Group. Accordingly,
no financial targets and no non-financial targets were set for Peter Page as CEO for FY24. Peter Page stood down from the Board
and left the Group on 17 November 2023.
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Long Term Incentive Plan Determinations
The awards made to Executive Directors in 2021 were subject to average annual adjusted EPS growth targets over the three-year
period ending on 31 August 2024 and from a base adjusted EPS of 13.2p. Details of the awards are in the table below:
Date of issue: 10 December 2021 Base EPS (p): 13.2p
Participant: Neil Austin
1
Number of Ordinary Shares
subject to the award:
169,550
Assessment Criteria: Target Vesting
Threshold 3% average annual growth 25%
Maximum 10% average annual growth 100%
An award will vest on a straight-line basis once the minimum threshold of 3% average annual
growth is achieved.
Calculation of award:
Year EPS Growth
2021 13.2
2022 13.7 (rebased to 10.0 – continuing
operations only)
+3.8%
2023 6.2 (continuing operations only) -38.0%
2024 7.1 (total Group) +14.5%
Average: -6.6%
Award: 0
1. Former CFO, Neil Austin, stood down from the Board and left the Group on 21 February 2023. In relation to LTIP awards, the Committee at that time decided to
extend “good leaver” status to Neil in recognition of his role in the completion of the sale of the Agricultural Supplies Division during the performance periods of the
LTIP awards and on the basis that any preserved LTIP awards would be pro-rated to time served, and that the remaining amount of the LTIP preserved is linked to
performance conditions of the Company in the future (based an adjusted Earnings Per Share performance measure). In relation to the awards granted for the three-
year performance period ending 2 September 2023, no award vested (see FY23 Annual Report and Accounts for details). No LTIP award was granted to Neil for the
performance period ending 31 August 2025.
The average EPS growth over the three-year period from the base adjusted EPS was below the threshold target and, accordingly,
none of the shares under the long-term awards made to Executive Directors in 2021 vested. The Committee always takes into
consideration matters impacting performance of shares in the Company which are not as a consequence of the operations of the
Group (windfall gains) however no circumstances existed in the three-year performance period ending 31 August 2024. Therefore
no part of the vesting was linked to share price appreciation and no discretion was applied by the Committee.
Total Pension Entitlements FY24 (Audited)
The table below provides details of the Executive Directors’ pension benefits:
Normal retirement age
Total contributions to
DC-type pension plan
£’000
Cash in lieu of contributions to
DC-type pension plan
£’000
David White
1
67 12 0
Martin Rowland
2
67 0 8
Peter Page
3
67 0 3
1. Former CFO David White became CEO from 17 November 2023.
2. Martin Rowland became Executive Director of Transformation on 13 November 2023.
3. Peter Page stood down from the Board and left the Group on 17 November 2023.
Each Executive Director has the right to participate in the Carr’s Group defined contribution pension plan or to elect to be paid
some or all of their contribution in cash.
During the year, pension contributions and/or cash allowances in the year were 4% of salary for existing Executive Directors,
whichis aligned with the majority of the Group’s UK workforce.
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Carr's Group plc | Annual Report and Accounts 2024
Long Term Incentive Plan Awards Granted During FY24 (Audited)
Long-term awards were made to the Executive Directors during FY24 in line with the Directors’ Remuneration Policy as follows:
Number of shares
Basis on which the
award was made
1
Face value of the award
(£’000) Threshold vesting
End of performance
period
David White 267,834 100%
2
306,000 25% August 2026
1. Awarded on 22 January 2024 using a share price of £1.14.
2. The Committee granted an LTIP award of 100% to David White as incoming CEO.
Vesting of the above options is subject to performance targets based upon the Company’s adjusted Earnings Per Share (“EPS”)
and Total Shareholder Return (“TSR”) over a three-year performance period covering the financial years FY24, FY25 and FY26
(“Performance Period”) as follows:
Adjusted EPS (75% weighting)
Threshold Maximum
Target 5% average annual growth in adjusted EPS 14% average annual growth in adjusted EPS
Vesting 25% 100%
TSR (25% weighting)
Threshold Maximum
Target 7% compound annual growth in TSR 16% compound annual growth in TSR
Vesting 25% 100%
An award will vest on a straight-line basis once the threshold target is achieved (25% vesting), up to achievement of the maximum
target (100% vesting). For performance exceeding the maximum target, award vesting will be 100%. The Committee retains overall
discretion when determining vesting based on the assessment of performance.
The Committee regularly reviews its long-term incentives for Executive Directors and the Senior Management Team, taking into
account the Group’s overall circumstances and wider workforce remuneration. The Committee considers that the Company’s
Long Term Incentive Plan (which was approved by shareholders at the Company’s AGM on 27 February 2023) remains appropriate
to support the Company’s strategic objectives. The Committee also reviews the performance measures it adopts for long-term
incentives, and following consultation with major shareholders in FY23, introduced a second performance measure for Executive
Directors based on Total Shareholder Return (“TSR”).
Given Martin Rowland’s role was for a contractual term of 12 months which commenced 13 November 2023, the Committee did not
grant an LTIP to Martin during FY24.
All-Employee Share Plans
The Executive Directors are also eligible to participate in the UK all-employee plans. The Carr’s Group Sharesave Plan 2016 is an
HM Revenue & Customs approved scheme open to all staff permanently employed in a UK Group company at the eligibility date.
Options under the plan are granted at a 20% discount to market value. Executive Directors’ participation is included in the option
table later in this report. The Carr’s Group Sharesave Plan 2016 expires in January 2026 and a replacement, The Carr’s Group
Sharesave Plan 2025, on terms materially similar to the existing plan and including updates necessary for changes in legislation,
has been drafted and a resolution to adopt the replacement scheme will be proposed at the AGM expected to take place in
February 2025. A copy of the main terms of the replacement scheme will be enclosed with the notice of the AGM.
The number of shares granted under the employees’ share scheme of the Company (Sharesave) is monitored regularly to ensure
that the 10% dilution limit is not breached. It is also proposed that the 5% executive (discretionary) dilution limit will also continue to
be monitored as set out in the discretionary share plans for the Group.
External Appointments
David White (CEO) does not have any external appointments.
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Financial StatementsOverview Strategic Report Corporate Governance
Payments to Past Directors (Audited)
Peter Page stood down from the Board and left the Group on 17 November 2023. Payments made to Peter Page during FY24 are
detailed in the table below:
Salary
(£'000)
Cash in lieu of
pension contribution
(£'000)
Bonus
(£'000)
Total
(£'000)
Peter Page 472* 3 – 475
* Figure includes unused holiday entitlement, pay in lieu of notice and payment of loss of benefits during his notice period (see below for details).
No other payments to past Directors have been made during FY24.
Payments for Loss of Office (Audited)
Peter Page stood down from the Board and left the Group on 17 November 2023, receiving contractually entitled payments of
£353,600 in lieu of notice and a sum of £18,004 as payment for loss of benefits over his notice period. In relation to LTIP awards, the
Committee decided to extend “good leaver” status to Peter as part of the agreed terms of his departure and on the basis that any
preserved LTIP awards would be pro-rated for time served, and that such preserved amount of the LTIP be linked to performance
conditions of the Company in the future (based an adjusted Earnings Per Share performance measure and Total Shareholder
Return). Other than the award for the performance period ending 31 August 2025, no LTIP awards have been granted to Peter. In
relation to the award granted for the performance period ending 31 August 2025, the performance conditions of the Company are
yet to be tested but the award will be subject to a pro-rata adjustment for time served.
Directors’ Interests in the Shares of the Company (Audited Information)
A summary of interests in shares and scheme interests of the Directors (as at the date of this report) is given below. The Company
has a share dealing policy and a share dealing code. The requirements of such policy and code were met in respect of the shares
noted below.
Total number
of interests in
shares Vested LTIP Unvested LTIP
SAYE (unvested
without
performance
conditions)
Unvested
deferred bonus
shares
% of salary
held in shares
1
Executive Directors
David White 41,005 N/A 450,407 15,384 4,814 19%
Non-Executive Directors
Tim Jones 148,206 N/A N/A N/A N/A N/A
Shelagh Hancock 0 N/A N/A N/A N/A N/A
Stuart Lorimer 4,000 N /A N/A N/A N/A N/A
Gillian Watson 37,25 4 N/A N/A N/A N/A N/A
Fiona Rodford 0 N/A N/A N/A N/A N/A
Martin Rowland
2
0 N/A N/A N/A N/A N/A
1. Based upon salary as at 31 August 2024 and the average share price over the three months of the year ended 31 August 2024.
2. Martin Rowland joined the Board on 6 March 2023 as a Non-Executive Director and became Executive Director of Transformation on 13 November 2023. Martin was
re-appointed as a Non-Executive Director on 13 November 2024 and has an interest in 0 Ordinary Shares in the capital of the Company. At the date of this report,
Harwood Capital Management Limited (of whom Martin Rowland is a representative), holds an interest in 19.50% of the Company’s share capital.
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Performance Shares (Audited Information)
The maximum number of outstanding shares that have been awarded to Directors under the LTIP are currently as follows:
Current Executive Directors (as at the date of this report)
FY22 award
(3-year performance
FY22, FY23, FY24)
FY23 award
(3-year performance
FY23, FY24, FY25)
FY24 award
(3-year performance
FY24, FY25, FY26)
David White N /A 182,573 267,834
Former Executive Directors (prior three financial years)
FY22 award
(3-year performance
FY22, FY23, FY24)
FY23 award
(3-year performance
FY23, FY24, FY25)
FY24 award
(3-year performance
FY24, FY25, FY26)
Martin Rowland N/A N/A N/A
Peter Page
1
N/A 438,347 N/A
Neil Austin
2
169,550 N/A N /A
1. See Payments for Loss of Office (Audited) on page 106.
2. See Long Term Incentive Plan Determinations, footnote 1 on page 104.
Assessing Pay and Performance
The table below summarises the Chief Executive’s single remuneration figure over the past ten years, as well as how variable pay
plans have paid out in relation to the maximum opportunity.
FY15
Tim
Davies
FY16
Tim
Davies
FY17
Tim
Davies
FY18
Tim
Davies
FY19
Tim
Davies
FY20
Tim
Davies
FY21
Tim
Davies
FY21
Hugh
Pelham
1
FY22
Hugh
Pelham
2
FY22
Peter
Page
3
FY23
Peter
Page
4
FY24
Peter
Page
5
FY24
David
White
6
Single figure of total
remuneration
911 531 308 861 764 508 259 244 210 312 368 475 260
Annual variable element
(actual award versus
maximum opportunity)
100% 55% 0% 100% 60.41% 15% 100% 0% N/A 0% 0% 0% 0%
Long-term incentive
(vesting versus maximum
opportunity)
100% 37.45% 0% 100% 100% 51.64% N/A 0% N/A 0% 0% 0% 0%
1. Reflective of an eight-month period. In relation to FY21, it was determined that the award relating to 272,324 shares under the Long Term Incentive Plan would lapse
without vesting upon Hugh Pelham standing down from the Board on 11 October 2021.
2. Reflective of remuneration to 11 October 2021, including £170,000 paid in lieu of notice. In relation to FY22, no award under the Long Term Incentive Plan was made to
Hugh Pelham in the period to 11 October 2021.
3. Reflective of services as a Non-Executive Chair until 11 October 2021 and services as Executive Chair under interim arrangements from 11 October 2021.
4. As CEO from 1 September 2022.
5. As CEO to 17 November 2023. Figure includes unused holiday entitlement, pay in lieu of notice and payment for loss of benefits during his notice period..
6. As CEO from 17 November 2023. No bonus received as CEO.
Ten-year Historical TSR Performance
60
80
100
120
140
160
180
200
220
Aug 13 Aug 14 Aug 15 Aug 16 Aug 17 Aug 18 Aug 19 Aug 20 Aug 21 Aug 22 Aug 24Aug 23
Carr’s Group TSR
FTSE All Share TSR
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Change in Directors’ Remuneration
The table below shows the percentage change in the Directors’ remuneration between FY23 and FY24 compared to the other
employees.
Base pay/fees Benefits Annual bonus
Current Directors*
David White
1
-13% 0% -88%
Martin Rowland
2
5% N/A N/A
Tim Jones
3
5% N/A N/A
Shelagh Hancock
4
5% N/A N/A
Stuart Lorimer
5
5% N/A N/A
Gillian Watson
6
5% N/A N/A
Fiona Rodford
7
5% N/A N/A
Former Directors*
Peter Page
8
0% N/A N/A
John Worby
9
5% N/A N/A
Ian Wood
10
5% N/A N/A
Other UK employees 5% N/A -72%
* As at the date of this report.
1. When compared to CFO pay FY23. David White was CFO until 17 November 2023 (figures are on an annualised basis).
2. When compared to NED pay FY23. Martin Rowland joined the Board on 6 March 2023 (figures are on an annualised basis).
3. When compared to Chair pay FY23. Tim Jones joined the Board on 21 February 2023 (figures are on an annualised basis).
4. When compared to NED pay FY23.
5. When compared to NED pay FY23.
6. When compared to NED pay FY23. Gillian Watson joined the Board on 9 October 2023 (figures are on an annualised basis).
7. When compared to NED pay FY23. Fiona Rodford joined the Board on 20 February 2024 (figures are on an annualised basis).
8. When compared to CEO pay FY23. Peter Page stood down from the Board on 17 November 2023 (figures are on an annualised basis).
9. When compared to NED pay FY23. John Worby stood down from the Board on 31 October 2023 (figures are on an annualised basis).
10. When compared to NED pay FY23. Ian Wood stood down from the Board on 8 October 2024.
Other UK Employees
The Remuneration Committee considers pay across the entire Group when setting Executive Director remuneration. Annual
consultations take place across the Group between the Executive Directors and Senior Management, including HR, in relation to
employee pay. The outcome of that exercise, and any changes to employee pay levels, are considered when determining the
appropriateness of any changes in Executive Director pay.
Chief Executive Officer Pay Ratio (Unaudited)
The table below shows the pay ratio based on the total remuneration of the Chief Executive Officer to the 25th, 50th and 75th
percentile of all permanent UK employees of the Group.
CEO pay 25th percentile Median 75th percentile
FY24 FY23 FY24 FY23 FY24 FY23 FY24 FY23
Total pay (£’000) 306 368 25 23 34 32 43 43
Pay ratio 12 16 9 11 7 9
The Group adopted Option A as defined in The Companies (Miscellaneous Reporting) Regulations 2018, as the calculation
methodology for the above ratios. The 25th, median and 75th percentile pay ratios were calculated using the full-time equivalent
remuneration for all UK employees as at 31 August 2024.
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Gender Pay Gap
The Group’s gender pay gap reporting information was as follows for the snapshot period ending 5 April 2024, being the most
recent data available. For information on the Group’s approach to equal opportunities and diversity, please see our Sustainability
and Impact Report on page pages 39 and 43, the Corporate Governance Report on pages 74 and 75 and the Nomination
Committee Report on pages 91.
Difference Between Men and Women
Mean Median
FY24 FY23 FY22 FY24 FY23 FY22
Hourly pay 24% 14% 25% 22% 17% 22%
Bonus 52% 22% 72% 52% 87% 0%
Proportion of People Awarded a Bonus
FY24 FY23 FY22
Male 3% 22% 36%
Female 6% 30% 41%
Percentage of Men/Women in Each Pay Quartile
Lowest Q2 Q3 Highest
FY24 FY23 FY22 FY24 FY23 FY22 FY24 FY23 FY22 FY24 FY23 FY22
Men 66% 67% 59% 68% 72% 51% 82% 83% 84% 86% 82% 84%
Women 34% 33% 41% 32% 28% 49% 18% 17% 16% 14% 18% 16%
Relative Spend on Pay
The table shows the relative importance of spend on pay compared to distributions to shareholders.
2024
£’000
2023 (restated)
£’000 % change
Employee costs* (excluding share-based payments) 16,570 1 7,199 -3.7%
Dividends paid to shareholders 6,006 4,889 22.8%
* Continuing operations only
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Estimates of Total Future Potential Remuneration from FY24 Pay Packages
The tables below provide estimates of the potential future remuneration of each Executive Director based on the remuneration
opportunity granted in FY24. Potential outcomes based on different scenarios are provided for each Executive Director.
The assumptions underlying each scenario are described below.
Fixed Consists of base salary, pension and other benefits.
Save as otherwise stated, base salaries are as at 1 September 2024.
Benefits are valued using the figures in the total remuneration for the FY24 table, adjusted
for any new benefits or benefits that will not be provided during FY25.
Pensions are valued by applying the appropriate percentage to the base salary.
Base
£’000
Benefits
£’000
Pension
£’000
Total
£’000
David White 318 13 12 344
On target Based on what a Director would receive if performance was in line with plan, and the threshold level
was achieved under the LTIP.
Maximum Assumes that the full stretch target for the LTIP is achieved, and maximum performance is obtained
under both the financial and non-financial targets set for the annual bonus scheme.
Maximum with 50%
share price appreciation
Assumes maximum remuneration outcomes are achieved and a 50% increase in the value of
share-based remuneration.
Remuneration Estimates Based Upon Outcomes
0
200 400 600 800 1,000 1,200
David White (Chief Executive Officer)
30% 28% 28% 14%
Maximum with 50% share appreciation
32%
36%
32%
Maximum
On Target
Fixed
59% 14%27%
£1,097,000
£944,000
£561,151
£332,000
Total
100%
Lorem ipsum
Implementation of the Policy in FY25
Remuneration
Details of expected remuneration for Executive and Non-Executive Directors (including the Board Chair) are set out below.
The maximum annual bonus for the Executive Directors will remain 100% of salary. The weighting between financial and non-
financial targets will be linked to the specific role and duties of each Executive Director, with performance targets under each
element also reflecting specific roles. The Group is committed to disclosing its performance targets retrospectively, other than
where prevented due to commercial sensitivities.
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CEO (David White)
An inflationary salary increase of 4% was awarded to the CEO, David White, effective 1 September 2024, which is consistent with the
broader UK workforce. As such David White’s salary is £318,240 plus £12,000 car allowance.
60% of David White’s annual bonus will be based upon adjusted PBT for the Group. The remaining 40% of annual bonus will be
linked to non-financial targets. The threshold level of bonus vesting under each measure is 0%, and vesting for target performance
is 50% of maximum. Due to commercial sensitivity, targets will be disclosed retrospectively in next year’s report. 25% of any bonus
will be deferred for two years in the form of shares. Performance will be assessed against stretching targets.
The Committee intends to grant an LTIP award of 100% to David White as CEO. LTIP awards are made subject to stretching
performance targets and currently use the Company’s adjusted Earnings Per Share (“EPS”) and Total Shareholder Return (“TSR”)
over a three-year performance period as follows:
Adjusted EPS (75% weighting)
Threshold Maximum
Target 20% average annual
growthinadjusted EPS
35% average annual
growth in adjusted EPS
Vesting 25% 100%
TSR (25% weighting)
Threshold Maximum
Target 7% compound
annual growth in TSR
16% compound annual
growth in TSR
Vesting 25% 100%
Executive Director of Transformation/Non-Executive Director (Martin Rowland)
Martin Rowland was appointed as the Executive Director of Transformation for a contractual term of 12 months commencing
13 November 2023.
On appointment as Executive Director of Transformation, specific goals were set for Martin spanning two financial years.
The intention is therefore to evaluate performance across his full tenure and accordingly pay a bonus which reflects the period of
working. Martin Rowland’s annual bonus will be entirely based on financial metrics linked to executing the transformation strategy.
The bonus earned will not exceed 100% of the salary accrued over the 12-month fixed contractual term.
As announced on 12 November 2024 Martin was re-appointed as a Non-Executive Director of the Company following the end
of the 12-month contract as Executive Director of Transformation. Accordingly Martin will be paid a Non-Executive fee from
13 November 2024 in accordance with the fee schedule below, pro-rated to reflect his tenure as Non-Executive Director. No LTIP
was granted to Martin during FY24 and no LTIP will be granted to Martin during FY25 in relation to the periods in each financial
year during which Martin was an Executive Director.
Non-Executive Directors
Fees to Non-Executive Directors for FY25 will be as follows:
Position
Fees per annum
(£)
% increase
from FY23
Chair 103,740 4%
Non-Executive Director (including Committee Chairs and the SID) 46,587 4%
By order of the Board
Fiona Rodford
Remuneration Committee Chair
11 December 2024
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3. Directors’ Remuneration Policy
Introduction
This part of the report sets out the Directors’ Remuneration Policy for the Group and has been prepared in accordance with The
Large and Medium-Sized Companies and Groups (Accounts and Reports) (Amendment) Regulations 2013 (as amended).
The current policy was approved by the shareholders at the AGM which took place on 20 February 2024 with 99.11% of votes cast
in favour. There have been no changes to the Directors’ Remuneration Policy since that AGM and no changes are proposed to the
policy for FY25.
Illustrations of the application of the Directors' Remuneration Policy, and the application of the Directors' Remuneration Policy
during FY24 can be found on pages 98 to 111 (inclusive). Details of how the policy will be implemented in FY25 can be found
on pages 110 and 111 (inclusive).
Role of the Committee
The primary role of the Committee is to make recommendations to the Board on the Group’s policy for executive remuneration.
The Committee also has delegated responsibility for determining the remuneration and benefits of the Chair, Executive Directors
and Senior Management including the Company Secretary. Further details can be found on pages 98 to 111 (inclusive).
Overview of Policy
When setting the policy for Directors’ remuneration, the Committee takes into account the overall business strategy, considering
the long-term interests of the Group, with the aim of incentivising the delivery of rewards to the Group’s shareholders, workforce
and broader stakeholders.
The Group’s policy is that the overall remuneration packages offered should be sufficiently competitive to attract, retain and
motivate high-quality executives and to align the rewards of the Executive Directors with the progress of the Group, whilst
giving consideration to salary levels in similar size quoted companies in similar industry sectors and views of shareholders.
The remuneration package is split into two parts:
• a non-performance-related element represented by basic salary, benefits and pension; and
• a performance-related element in the form of an annual bonus and a Long Term Incentive Plan.
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Remuneration Policy Table
Element Purpose and link to strategy Policy and approach Maximum opportunity
EXECUTIVE DIRECTORS
Base salary To attract and retain
the best talent.
Reflects an individual’s
experience,
performance and
responsibilities within
the Group.
Salary levels (and subsequent salary increases)
are set taking into consideration a number of
factors, including:
• level of skill, experience and scope of
responsibilities of individual;
• business performance, economic climate
and market conditions;
• increases elsewhere in the Group; and
• external comparator groups (used for
reference purposes only).
Salaries are normally reviewed annually, with
any increase effective 1 September each year.
There is no formal
maximum; however,
increases will normally
not exceed the
general increase for
the broader employee
population of the
Group.
More significant
increases may be
awarded from time to
time to recognise, for
example, development
in role and change
in position or
responsibility.
Current salary levels
are disclosed in the
Annual Report on
Remuneration.
Pension Provides a competitive
and appropriate
pension package
that is aligned with
arrangements across
the Group.
Executive Directors are entitled to participate
in a defined contribution pension arrangement
or to receive a cash alternative to those
contributions.
Subject to as provided below, Company
contributions for all Executive Directors are at
a rate which does not exceed the contribution
rate available to the majority of the UK
workforce (currently 4%).
To the extent that pension contributions
exceed annual tax-free allowances, Executive
Directors will be entitled to receive payment
through ordinary payroll in lieu of pension
contributions.
Up to a maximum rate
not exceeding that
available to the majority
of the UK workforce
(currently 4%).
Benefits To aid retention and
remain competitive in
the marketplace.
Benefits provided include permanent health
insurance, private medical insurance and life
assurance. Relocation benefits may also be
provided in the case of recruitment of a new
Executive Director. The benefits provided may
be subject to minor amendment from time to
time by the Committee within this policy.
The Company may reimburse any reasonable
business-related expenses incurred in
connection with their role (including tax
thereon if these are determined to be
taxable benefits).
Market rate
determines value.
There is no prescribed
maximum level but
the Remuneration
Committee monitors
the overall cost of
benefits to ensure that
it remains appropriate.
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Element Purpose and link to strategy Policy and approach Maximum opportunity
Annual bonus Designed to reward
delivery of key
strategic priorities
during the year.
Bonus levels and appropriateness of
performance measures and weighting are
reviewed annually to ensure they continue
to support our strategy. Bonuses are capped
at 100% of base salary. At least 25% of any
bonus earned will be deferred into awards over
shares, with awards normally vesting after a
two-year period.
Performance is measured against stretching
targets. These may include financial and non-
financial measures, with at least half linked to
stretching financial metrics. Noting commercial
sensitivity, performance targets will typically
be disclosed retrospectively each year.
The threshold level of bonus vesting under
each measure is 0%, and vesting for target
performance is 50% of maximum.
The cash element of the bonus is usually paid
in November each year for performance in the
previous financial year.
Dividends will accrue on deferral awards over
the vesting period and be paid out either as
cash or as shares on vesting and in respect of
the number of shares that have vested.
Maximum of 100% of
base salary.
Save As You Earn ("SAYE") To encourage
employee involvement
and encourage greater
shareholder alignment.
An HMRC approved SAYE scheme is available
to eligible staff, including Executive Directors.
The schemes are
subject to the limits set
by HMRC from time
to time.
Long Term Incentive
Plan ("LTIP")
To motivate and
incentivise delivery
of sustained
performance over
the longer term,
and to support and
encourage greater
shareholder alignment.
Annual awards of performance shares which
normally vest after three years subject to
performance conditions.
Award levels and performance conditions
required for vesting are reviewed annually to
ensure they continue to support the Group’s
strategy. Annual awards are capped at the
equivalent of 100% of base salary at the date
of award.
In accordance with the rules of the LTIP,
which were approved by shareholders at the
AGM on 27 February 2023, in circumstances
considered by the Committee to be
exceptional, single awards in excess of 100% of
base salary can be made, up to a maximum of
200% of base salary at the date of the award.
Awards are currently based upon an EPS
growth measure and Total Shareholder Return
("TSR"), although the Committee reserves the
right to amend performance measures where
considered appropriate in line with strategy.
25% vests at threshold performance. There is
straight-line vesting between threshold
and maximum.
A two-year post-vesting holding period applies
to the net of tax shares.
Maximum of 100% of
base salary for annual
awards.
Exceptional awards can
be made of up to 200%
of base salary.
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Element Purpose and link to strategy Policy and approach Maximum opportunity
Shareholding guidelines To provide alignment
with shareholder
interests.
Executive Directors are required to build up
a shareholding equivalent to 200% of base
salary over a five-year period.
N/A
Post-cessation
shareholding
To provide alignment
with shareholder
interests in the
long term.
Executive Directors are required to retain
all shares acquired on vesting under the
Company’s LTIP, up to a value equal to 200%
of their basic salary, for a period of two years
following the cessation of their employment
with the Company for any reason.
This requirement will apply to all shares which
vest after the Policy takes effect, regardless
of when awards were made under the
Company’s LTIP.
N/A
NON-EXECUTIVE DIRECTORS
Non-Executive
Director fees
To attract and retain
a high-calibre Chair
and Non-Executive
Directors by offering
market competitive
fee levels.
Remuneration reflects:
• the time commitment and responsibility of
their roles;
• consideration of increases made elsewhere
in the Group;
• market rate; and
• that they do not participate in any bonus,
pension or share-based scheme.
Our policy is for the Executive Directors to
review the remuneration of Non-Executive
Directors annually following consultation
with the Chair. The Chair’s remuneration is
reviewed annually by the Remuneration
Committee.
Remuneration comprises a single base fee
for services to the Company. Non-Executive
Directors, other than the Chair, may receive
additional fees in relation to carrying out
additional duties such as acting as the Senior
Independent Director or chairing a Board
Committee.
The Chair and the Non-Executive Directors
are entitled to reimbursement of reasonable
expenses. They may also receive reasonable
travel or accommodation-related benefits in
connection with their role as a Director.
The Non-Executive Directors will not
participate in the Group’s share, bonus or
pension schemes.
Non-Executive Directors are engaged for
terms of one year, subject to appointment and
reappointment at the Company’s AGM.
Levels of fee are
reviewed annually
with any increases
normally aligning with
general increases for
the broader employee
population of the Group.
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Remuneration Committee Discretions
The Committee will operate the annual bonus plan and LTIP according to their respective rules. To ensure the efficient operation
and administration of these plans, the Committee retains discretion in relation to a number of areas. This is consistent with market
practice and these include (but are not limited to) the following:
• the participants;
• the timing of grant and/or payment;
• the size of grants and/or payments (within the limits set out in the Policy table);
• the determination of vesting based on the assessment of performance;
• the determination of a "good leaver" and, where relevant, the extent of vesting in the case of the share-based plans;
• whether or not to make payment of a bonus to a leaver, taking into account all circumstances, and whether or not to pro-rate
such an award;
• treatment in exceptional circumstances, such as a change of control;
• making the appropriate adjustments required in certain circumstances (e.g. rights issues, corporate restructuring events, variation
of capital and special dividends);
• cash-settling awards; and
• the annual review of performance measures, weightings and setting targets for the discretionary incentive plans from year
toyear.
The Committee also retains the ability to adjust existing performance conditions for exceptional events so that the plans can still
fulfil their original purpose. Any varied performance condition would not be materially less difficult to satisfy in the circumstances.
Malus and Clawback
In line with UK corporate governance best practice, a malus and clawback mechanism applies as follows:
• Annual bonus – cash awards: malus will apply up to the bonus payment and clawback will apply for a period of two years after
the bonus payment.
• Annual bonus – deferred share awards: clawback will apply during the period of two years following the payment of the cash
bonus to which the deferred share award relates.
• LTIP awards: malus will apply during the vesting period and clawback will apply for a period of two years post vesting.
The malus and clawback provisions may be applied in specific circumstances including in the event of a material misstatement
of the Group’s accounts and also for other defined reasons including material financial misstatement, reputational damage, gross
misconduct, fraud, error in the assessment of performance measures and corporate failure.
Performance Measures and Targets
Our Group strategy and business objectives are the primary consideration when we are selecting performance measures for
incentive plans. The annual bonus is based on performance against a stretching combination of financial and non-financial
measures. Adjusted profit before tax reflects the Group’s strategic objective to increase profit. In addition, Executive Directors are
assessed on strategic objectives as agreed by the Committee at the beginning of the year. The LTIP is assessed against growth in
adjusted earnings per share ("EPS") as it rewards improvement in the Group’s underlying financial performance and is a measure
of the Group’s overall financial success and is visible to shareholders; as well as total shareholder return ("TSR") in order to focus
management on delivering shareholder returns, noting that a number of our shareholders prefer absolute TSR rather than relative
in order to increase visibility and ensure direct alignment with the shareholder experience.
Targets within incentive plans that are related to internal financial measures, such as profit, are typically determined based on the
Group’s budgets. The threshold and maximum levels of performance are set to reflect minimum acceptable levels at threshold
and very stretching, but achievable, levels at maximum. At the end of each performance period we review performance against
the targets, using judgement to account for items such as foreign exchange rate movements, changes in accounting treatment,
and significant one-off transactions. The application of judgement is important to ensure that final assessments of performance are
fair and appropriate. In addition, the Remuneration Committee reviews the bonus and incentive plan results before any payments
are made to Executive Directors or any shares vest and has full discretion to adjust the final payment or vesting downwards if they
believe the circumstances warrant it.
Approach to Recruitment Remuneration
The remuneration package for a new Executive Director would be set in accordance with the terms of the Group’s approved
Remuneration Policy in force at the time of appointment. When existing employees are promoted to the Board, the Policy will apply
from the point where they are appointed to the Board and not retrospectively. In addition, any existing awards will be honoured and
form part of ongoing remuneration arrangements.
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Buy-out Awards
In addition, the Committee may offer additional cash and/or share-based elements (on a one-time basis or ongoing) when it
considers these to be in the best interests of the Group (and therefore shareholders). Any such payments would be limited to a
reasonable estimate of value of remuneration lost when leaving the former employer and would reflect the delivery mechanism
(i.e. cash and/or share-based), time horizons and whether performance requirements are attached to that remuneration. For
avoidance of doubt, any buy-out awards are not subject to a formal maximum.
Maximum Level of Variable Pay
The maximum initial level of long-term incentives which may be awarded to a new Executive Director will ordinarily be limited to
200% of base salary (i.e. 100% annual bonus plus 100% Long Term Incentive Plan). This can be increased to 300% in exceptional
circumstances (i.e. 100% annual bonus plus 200% Long Term Incentive Plan). These limits are in addition to the value of any buy-out
arrangements which are governed by the policy above.
In the case of an internal appointment, any variable pay element awarded in respect of the prior role would be allowed to pay
out according to its terms, adjusted as relevant to take into account the appointment. In addition, any other previously awarded
entitlements would continue, and be disclosed in the next Annual Report on Remuneration.
Base Salary and Relocation Expenses
The Committee has the flexibility to set the salary of a new appointee at a discount to the market level initially, with a series of
planned increases implemented over the following few years to bring the salary to the appropriate market position, subject to
individual performance in the role.
For external and internal appointments, the Committee may agree that the Group will meet certain relocation expenses
as appropriate.
Appointment of Non-Executive Directors
For the appointment of a new Chair or Non Executive Director, the fee arrangement would be set in accordance with the approved
Directors' Remuneration Policy in force at that time.
Directors’ Terms of Employment
The Group’s current policy is not to enter into employment contracts with any element of notice period in excess of one year.
All Non-Executives are appointed for terms of 12 months and stand for re-election annually at the Company’s AGM. Copies of
Executive Directors’ service contracts and Non-Executive Directors’ letters of appointment are available for inspection at the
Company’s registered office during normal hours of business.
An Executive Director’s service contract may be terminated summarily without notice and without any further payment or
compensation, except for sums accrued up to the date of termination, if they are deemed to be guilty of gross misconduct or for
any other material breach of the obligations under their employment contract.
Policy on Payment on Loss of Office
When determining any loss of office payment for a departing Executive Director, the Committee will always seek to minimise
the cost to the Group, while complying with contractual terms and seeking to reflect the circumstances in place at the time.
The Committee reserves the right to make additional payments where such payments are made in good faith in discharge of an
existing legal obligation (or by way of damages for breach of such an obligation) or by way of settlement or compromise of any
claim arising in connection with the termination of an Executive Director’s office or employment.
On termination of an Executive Director’s service contract, the Committee will take into account the departing Director’s duty to
mitigate their loss when determining the amount of compensation. When terminating an Executive Director’s contract, the Group
has the right to make a payment in lieu of notice. Any such payment will typically reflect the individual’s salary, benefits and
pension entitlements. The Group has the ability to mitigate costs and phase payments if alternative employment is obtained.
The Committee’s Policy is described below and will be implemented taking into account the contractual entitlements, the specific
circumstances for the departure and the interests of shareholders.
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Pay element Good leaver Other leaver
Base pay,
pension, benefits
Up to 12 months’ normally payable monthly and
subject to mitigation.
May be required to work during notice period.
Up to 12 months’ normally payable, subject to
mitigation. The Committee has the discretion to
terminate contracts without notice and without
further compensation (except for sums earned to
the date of termination for certain events such as
gross misconduct).
Annual bonus – cash There will be no automatic entitlement to a bonus
if an Executive Director has ceased employment
or is under notice. The Committee may, at its
discretion, pay a bonus. This would normally be
prorated in respect of the proportion of the financial
year worked but in circumstances it considers it
appropriate, the Committee may use discretion to
not prorate. Use of discretion will be explained in full
to shareholders. Such payment could be payable
in cash and not subject to deferral. Payment
would usually be made on the normal payment
date, although the Committee has discretion to
accelerate payment on a case-by-case basis, for
example on change of control of the Group or death
of an Executive Director.
Awards lapse on cessation of employment.
Annual bonus –
deferred into shares
Unvested awards will usually vest in full
upon cessation, unless the Committee
determines otherwise.
Unvested awards lapse on the termination date.
LTIP Awards Outstanding awards will vest at the original vesting
date to the extent that the performance condition
has been satisfied and reduced on a pro rata basis
to reflect the period of time which has elapsed
between the grant date and the date on which the
participant ceased to be employed by the Group,
unless the Committee determines otherwise in
its absolute discretion. Holding periods will apply,
unless the Committee determines otherwise.
Awards lapse on termination date.
All-employee
share plans
Treatment of awards under any all-employee share plan including the SAYE plan would be in line with
HMRC rules.
Buy-out awards Treatment of the buyout award would be in line with the terms of the buy-out award agreed.
Definition of a Good Leaver
The Committee has ultimate discretion on whether an employee is considered to be a "good leaver". In determining whether a
departing Executive Director should be treated as a "good leaver", the Committee will take into account the performance of the
individual and Group over the whole period of employment and the reasons for the individual’s departure. If employment ceases
because of any of the following circumstances, the Executive Director would normally be treated as a "good leaver":
• death;
• ill-health;
• injury;
• disability;
• redundancy; and
• retirement with the consent of the Committee.
In the event of: (i) a takeover of the Company; (ii) a scheme of arrangement (not being an internal corporate reorganisation); (iii) a
winding-up of the Company; or (iv) (at the discretion of the Committee) a demerger, Executive Directors are entitled to up to 12
months’ base salary, pension and benefits. Unvested bonus and LTIP Awards shall vest immediately and on the same basis as
described above in the case of a “good leaver”. Alternatively, on the occurrence of a takeover or a scheme of arrangement, the
Committee may specify that bonus and/or LTIP Awards shall not vest on the occurrence of such event and instead participants
shall be required to "roll-over" their awards into equivalent new awards over shares in a new holding company. Bonus and LTIP
Awards will be automatically "rolled-over" on the occurrence of an internal reorganisation.
The Non-Executive Directors are not entitled to any compensation for loss of office.
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Statement of Consideration of Shareholder Views
The Committee engaged with shareholders during 2023 as part of the Directors’ Remuneration Policy development process.
Proposed changes to the policy were communicated to major shareholders prior to its formation, and all feedback taken into
consideration. Advice was also taken on best practice from appropriately qualified remuneration advisers PricewaterhouseCoopers
LLP. The views offered to the Committee were taken into account in developing the Directors’ Remuneration Policy which received
overwhelming support (99.11% of proxy votes cast by shareholders) at the AGM on 20 February 2024. The Policy has been reviewed
internally during FY24 and it has been determined that no changes are required for FY25. The Committee welcomes continued
dialogue with the Company's shareholders.
Considerations of Conditions Elsewhere in the Group
In determining the remuneration of the Group’s Directors, the Committee takes into account the pay arrangements and terms and
conditions across the Group as a whole. The Committee seeks to ensure that the underlying principles which form the basis for
decisions on Directors’ pay are consistent with those on which pay decisions for the rest of the workforce are taken. For example,
the Committee takes into account the general salary increase for the broader employee population when conducting the salary
review for the Executive Directors.
However, there are some differences in the Executive Directors’ Remuneration Policy compared to the approach adopted for the
wider workforce, which the Committee believes are necessary to reflect the differing levels of seniority and scope of responsibility.
A greater weight is placed on performance-based pay through the quantum and participation levels in incentive schemes to
ensure the remuneration of the Executive Directors is aligned with the performance of the Group and the interests of shareholders.
Alignment with Provision 40 of the UK 2018 Corporate Governance Code
As part of its review and development of the Policy, the Committee has considered the factors set out in provision 40 of the UK
2018 Corporate Governance Code. In the Committee’s view, the Policy addresses those factors as set out below:
Provision 40 How the Policy aligns
Clarity
Remuneration arrangements should
be transparent and promote effective
engagement with shareholders and the
workforce and link to strategy
The Committee has clearly outlined the performance conditions relating to the
annual bonus and long-term incentive plans, which are linked to our strategy
and shareholder interests. We have set out the maximum potential value of the
elements of remuneration, and the areas in which discretion can be applied
throughout the Policy.
The Policy is in line with UK corporate governance best practice, and so aims
to be well understood by participants, shareholders and the wider workforce.
Simplicity
Remuneration structures should avoid
complexity and their rationale and operation
should be easy to understand
The Policy is designed to be simple, easily understood and communicated.
The remuneration structure uses market-standard incentive structures. The
performance conditions for variable elements are clearly communicated to, and
understood by, participants, as well as being aligned with the Group’s strategy.
Risk
Remuneration arrangements should ensure
reputational and other risks from excessive
rewards, and behavioural risks that can arise
from target-based incentive plans,
are identified and mitigated
A significant portion of the Executive Directors’ total remuneration opportunity
is weighted to the longer term, and delivered in shares via the long-term
incentive plan and the deferred bonus mechanism. Furthermore, a shareholding
requirement is in place (both in employment and post cessation). These features
ensure robust shareholder alignment and discourage unnecessary risk taking.
The Committee retains discretion to override formulaic outcomes for incentive
plans. Malus and clawback provisions are in place, which mitigate behavioural risks
by enabling payments to be reduced or reclaimed in specific circumstances. No
Executive Director is present when their own remuneration is under discussion.
Predictability
The range of possible values of rewards
to individual directors and any other limits
or discretions should be identified and
explained at the time of approving the Policy
The Policy sets out the maximum potential value for each element of
remuneration. Potential outcomes are easily quantifiable and are set out
in the scenario charts.
Proportionality
The link between individual awards, the
delivery of strategy and the long-term
performance of the company should be
clear. Outcomes should not reward
poor performance
The Committee has set out to balance appropriately remuneration between
fixed and variable pay. The annual bonus and long-term incentive plan are
designed to reward the successful implementation of the Company’s strategy
and are aligned with long-term value creation for shareholders via stretching
targets linked to strong corporate performance and shareholder return. The
Committee will have discretion to override formulaic outcomes to ensure that
remuneration appropriately reflects overall performance.
Alignment to culture
Incentive schemes should drive behaviours
consistent with the company’s purpose,
values and strategy
The incentive plans are measured against key performance measures aligned
to our culture and strategy. The emphasis on shareholding is a core part of
our culture throughout the Group via our SAYE plan. The Committee takes into
account fairness and the wider workforce when determining Executive Director
remuneration outcomes.
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DIRECTORS’ REPORT
Introduction
The Directors present their report and the audited
accounts for the Group for FY24. The Corporate
Governance Report, which can be found on pages
68 to 119 (inclusive), and details of the Board on
pages 70 and 71 also form part of this Directors’ Report.
Corporate Governance Statement
The requirements as to the content of this FY24 Annual Report and
Accounts are set out in legislation and supplemented by the UK Listing
Rules (a copy of which is available at www.handbook.fca.org.uk/), the
Disclosure Guidance and Transparency Rules (a copy of which is available
at www.handbook.fca.org.uk/) and by recommendations of the Financial
Reporting Council’s UK 2018 Corporate Governance Code (a copy of
which is available from www.frc.org.uk).
The Corporate Governance Statement, prepared in accordance with
Rule 7.2 of the Disclosure Guidance and Transparency Rules, comprises
the following sections of the Annual Report and Accounts: the Strategic
Report; the Corporate Governance Report; the Audit and Risk Committee
Report; the Nomination Committee Report; the Remuneration
Committee Report; together with this Directors’ Report. As permitted
by legislation, some of the matters required to be included in the
Directors’ Report have been included in the Strategic Report by cross-
reference, including details of the Group’s financial risk management
objectives and policies, business review, future prospects, stakeholder
engagement, Section 172 Statement and Environmental Policy.
Operations and Performance
Activities and Business Overview
Carr’s Group plc is a public limited company incorporated in England
and Wales and whose shares are listed and traded on the London Stock
Exchange’s Main Market. Its registered office is at Warwick Mill Business
Centre, Warwick Bridge, Carlisle, Cumbria CA4 8RR. Details of subsidiary
companies and joint ventures can be found at note 18 and note 19
of the Financial Statements. The principal activities and business
overview of the Group focusing on the Agriculture Division are set out
within the Strategic Report on pages 06 to 65 (inclusive).
DIRECTORS*
Tim Jones
(Non-Executive Board Chair)
David White
(Chief Executive Officer)
Martin Rowland
(Non-Executive Director)
Shelagh Hancock
(Non-Executive Director)
Stuart Lorimer
(Non-Executive Director)
Gillian Watson
(Non-Executive Director and
Senior Independent Director)
Fiona Rodford
(Non-Executive Director)
*As at the date of this report
Justin Richards
Company Secretary
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Results and Dividends
A review of the results can be found on pages 20 to 25 (inclusive).
The Group loss from continuing operations before taxation was £6.5m (FY23 continuing operations restated: £0.8m). After taxation
credit of £2.0m (FY23 continuing operations restated: charge of £0.1m), the loss for the year from continuing operations is £4.5m
(FY23 continuing operations restated: £0.8m).
FY24 FY23
Aggregate interim dividends 2.35p 2.35p
Final dividend per share proposed
2.85p 2.85p
Subject to approval at the forthcoming AGM of the Company, the final dividend will be paid on 10 March 2025 to members on the
register at the close of business on 24 January 2025. Shares will become ex-dividend on 23 January 2025.
As detailed in the FY23 Annual Reports and Accounts, in order to reduce administrative costs and bring the Company in line with
the majority of the stock market, the Board has moved to a twice-yearly dividend payment – an initial interim dividend anticipated
to be declared at the time of the Group’s interim results, typically in April and payable in June, and then a final dividend anticipated
to be declared at the time of the Group’s preliminary results, typically in December and payable following approval at the
Company’s AGM. A copy of the Dividend Policy can be found at https://www.carrsgroup-ir.com
Post Balance Sheet Events
Since the year end, prior to signing the financial statements, the Group sold the trade and certain assets of its subsidiary company
Afgritech LLC. The Group also sold one of its investment properties. Further details can be found at note 36 to the Financial
Statements.
Shares and Share Capital
Share Capital
The Company has a single class of share capital which is divided into Ordinary Shares of £0.025 each. The movement in the share
capital during the year is detailed in note 29 to the financial statements.
At the AGM held on 20 February 2024, the Directors received authority from the shareholders to:
• Allot shares – this gives Directors the authority to allot shares thus maintaining flexibility in respect of the Company’s financing
arrangements. The nominal value of Ordinary Shares which the Directors could allot in the period up to the next AGM expected
to be held in February 2025, is limited to £776,740.50 which represented approximately 33% of the nominal value of the issued
share capital on 5 January 2024. The Directors do not have any present intention of exercising this authority other than in
connection with the issue of Ordinary Shares in respect of the Company’s share option plans. This authority will expire at the end
of the next AGM of the Company or 21 February 2025, if earlier.
• Disapplication of rights of pre-emption – this disapplies rights of pre-emption on the allotment of shares by the Company and
the sale by the Company of treasury shares. The authority allows the Directors to allot equity securities for cash pursuant to the
authority to allot shares mentioned above, and to sell treasury shares for cash without a pre-emptive offer to existing shareholders:
– for general purposes, up to an aggregate nominal amount of £117,687.95, which represented approximately 5% of the
Company’s issued share capital on 5 January 2024; and
– in connection with acquisitions or other capital development, up to a further aggregate nominal amount of £117,687.95, which
represented approximately 5% of the Company’s issued share capital on 5 January 2024.
This authority will expire at the end of the next Annual General Meeting of the Company or 21 February 2025, if earlier.
In previous years, the Directors have also received authority for the Company to buy its own shares in the market. At the AGM held
on 20 February 2024, around 44% of votes cast were against the resolution which sought authority for the Company to buy up
to a maximum of c.10% of its own ordinary shares. As a special resolution, it was therefore not passed. Details of the shareholder
consultation which took place subsequent to the AGM can be found on page 69.
Rights and Obligations Attaching to Shares
In a general meeting of the Company, subject to the provisions of the Articles of Association and to any special rights or restrictions
as to voting attached to any class of shares in the Company (of which there are none), the holders of the Ordinary Shares are
entitled to one vote in a poll for every Ordinary Share held. No member shall be entitled to vote at any general meeting or class
meeting in respect of any shares held if any call or other sum then payable in respect of that share remains unpaid. Currently, all
issued shares are fully paid.
Full details of the deadlines for exercising voting rights in respect of the resolutions to be considered at the forthcoming AGM
expected to be held in February 2025 will be set out in the Notice of AGM.
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Financial StatementsOverview Strategic Report Corporate Governance
Subject to the provisions of the Companies Act 2006, the Company may, by ordinary resolution, declare a dividend to be paid to
the members, but no dividend shall exceed the amount recommended by the Board. The Board may pay interim dividends, and
also any fixed rate dividend, whenever the financial position of the Company, in the opinion of the Board, justifies their payment.
Alldividends shall be apportioned and paid pro rata according to the amounts paid up on the shares.
Directors’ Shareholdings
The interests of the Directors, as defined by the Companies Act 2006, in the Ordinary Shares of the Company, other than in respect
of options to acquire Ordinary Shares under the Company’s share option plans (which are detailed in the analysis of options
included in the Directors' Remuneration Report on pages 106 and 107), are as follows:
Directors in Office as at the Date of this Report
At end FY24
OrdinaryShares
At end FY23
OrdinaryShares
Tim Jones Chair 148,206 148,206
David White Chief Executive Officer 41,005 27,000
Shelagh Hancock Non-Executive Director 0 0
Stuart Lorimer Non-Executive Director 4,000 4,000
Gillian Watson Non-Executive Director 37,254 0
Fiona Rodford Non-Executive Director 0 0
Martin Rowland Non-Executive Director 0 0
All the above interests are beneficial. There have been no other changes to the above interests in the period from 31 August 2024 to the
date of this report. At the date of this report, Harwood Capital Management Limited (of whom Martin Rowland is a representative),
holds an interest in 19.50% of the Company’s share capital.
Directors in Office at End of FY24 (but no longer in office)
At end FY24
OrdinaryShares
At end FY23
OrdinaryShares
Ian Wood Non-Executive Director 50,000 50,000
Major Shareholders
The Company has been informed of the following interests in the 94,436,340 Ordinary Shares of the Company, as required by the
Companies Act 2006.
Latest available data prior to the date of this Annual
Report and Accounts
Shareholder 29-Nov-24 % IC
Harwood Capital (London) 18,413,068 19.50
Mr Robert Heygate (UK) 13,025,120 13.79
Fidelity Investments (Boston) 9,486,168 10.05
Interactive Investor (Manchester) 3,680,507 3.90
Hargreaves Lansdown Asset Mgt
(Bristol) 3,062,220 3.24
Charles Stanley (London) 2,750,200 2.91
Wesleyan Assurance Society
(Birmingham (UK)) 2,205,108 2.34
Canaccord Genuity Wealth Mgt
(Jersey) 2,029,275 2.15
Mr Thomas W G Charlton (Regional
(England)) 1,980,000 2.10
Artemis Investment Mgt (London) 1,977,991 2.09
Total 58,609,657 62.06
Latest available data prior to end of FY24
Shareholder 30-Aug-24 % IC
Harwood Capital (London) 18,413,068 19.50
Mr Robert Heygate (UK) 13,025,120 13.79
Fidelity Investments (Boston) 9,478,241 10.04
Interactive Investor (Manchester) 3,649,761 3.86
Hargreaves Lansdown Asset Mgt
(Bristol) 3,024,446 3.20
Charles Stanley (London) 2,745,091 2.91
Wesleyan Assurance Society
(Birmingham (UK)) 2,406,070 2.55
Mr Thomas W G Charlton
(Regional(England)) 1,980,000 2.10
Artemis Investment Mgt
(London) 1,977,991 2.09
James Sharp & Co (Bolton) 1,853,450 1.96
Total 58,553,238 62.00
DIRECTORS’ REPORT CONTINUED
122
Carr's Group plc | Annual Report and Accounts 2024
Corporate Governance
Annual General Meeting
The AGM of the Company will be held in February 2025 at The Halston Hotel Carlisle, 20-34 Warwick Road, Carlisle CA1 1AB.
Articles of Association
The powers of the Directors are conferred on them by UK legislation and the Articles of Association. Changes to the Articles must
be approved by shareholders passing a special resolution at a general meeting.
Directors
Details of the Directors of the Company as at the date of this report are shown on pages 70 and 71, and details of Directors
who were in post during FY24 can be found in the Nomination Committee Report on 88 to 91 (inclusive). Details relating to
Director re-election, Directors’ powers and Directors’ conflicts of interest can be found in the Corporate Governance Report
on pages 74 to 79 (inclusive).
Directors’ and Officers’ Liability Insurance
The Group maintains Directors’ and Officers’ liability insurance, which is reviewed annually.
Significant Agreements
There are a number of significant agreements across the Group with provisions that take effect, alter or terminate upon a change
of control of the Company, such as bank facility agreements, agreements with strategic partners, employee share scheme
rules and certain project contracts within the Engineering Division. The Directors are not aware of any agreements between the
Company and its Directors or employees that provide for compensation for loss of office or employment occurring solely because
of a change of control.
Political and Charitable Donations
During FY24 the Group contributed £13,370 (FY23: £50,496) in the UK for charitable purposes. Further details have been included
within the Sustainability and Impact Report on page 39. There were no political donations during the financial year (FY23: £nil).
Additional Information
Employee Share Schemes
Awards under employee share schemes do not confer any shareholder rights, such as the right to vote on shareholder matters or
to receive any dividend, until a participant has received the shares after vesting or exercise (as applicable).
Employment Policies and Employees
The Company is committed to its employees and further details on the Company’s policies and commitment can be found in the
Sustainability and Impact Report on pages 33 to 45 (inclusive).
Confidential Reporting of Concerns
The Group maintains various channels through which people can report concerns or suspicions of wrongdoing within the
workplace, including anonymous reporting via an independent whistleblowing service operated by AAB People (previously known
as SeeHearSpeakUp). The Board regularly reviews the Group’s Whistleblowing Policy which is implemented by the Company
Secretary as the Group’s Whistleblowing Officer.
Pensions
Estimates of the amount and timing of future funding obligations for the Group’s pension plans are based on various assumptions
including, among other things, the actual and projected market performance of the pension plan assets, future long-term
corporate bond yields, longevity of members and statutory requirements. The Group continually reviews this risk and takes action
to mitigate where possible.
In addition, while the Group is consulted by the trustees on the investment strategies of the Group’s pension plans, the Group has
no direct control over these matters as the trustees are directly responsible for the strategy. Details of the Group’s pension plans
are in note 28 of the financial statements.
Environment
The Company’s report on sustainability and the environment, including its carbon footprint, and approach to GHG as well as
climate-related risk and governance processes can be found on pages 33 to 64 (inclusive).
External Auditor
A resolution to reappoint Grant Thornton UK LLP as external auditor will be proposed at the forthcoming AGM of the Company
expected to be held in February 2025.
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123
Financial StatementsOverview Strategic Report Corporate Governance
More information about the external audit can be found in the Audit and Risk Committee Report on pages 92 to 95 (inclusive).
Other Information Incorporated by Reference
Other information relevant to this Directors’ Report, and which is incorporated by reference, including:
Subject matter Location Page(s)
Financial risk management Principal Risks and Uncertainties
Corporate Governance Report
Audit and Risk Committee Report
26 to 29 (inclusive)
68 to 125
92 to 95
Exposure to price risk, credit risk, liquidity risk and
cash flow risk
Notes to the Financial Statements (Derivatives and
other financial instruments) (note 27)
188 to 193
Going concern Principal Accounting Policies 147 to 155
Important events since the financial year end Notes to the Financial Statements (Post balance
sheet events) (note 36)
207
Likely future developments in the business Strategic Report 06 to 32
Research and development Strategic Report 06 to 32
Employment of disabled persons Sustainability and Impact Report
Non-Financial & Sustainability Statement
39
65
Stakeholder engagement Corporate Governance Report
s. 172 Statement
68 to 125
82 to 87
SECR energy and carbon reporting Sustainability and Impact Report 35 to 36
Board diversity Nomination Committee Report
Corporate Governance Report
88 to 91
74 to 75
The information required to be disclosed by Listing Rule 6.6.2R (previously 9.8.4R) can be located as set out below:
Listing Rule 6.6.2R
(previously 9.8.4R) Information required Page(s)
(1) Interest capitalised N/A
(2) Publication of unaudited financial information N/A
(3) N/A N/A
(4) Details of Long Term Incentive Schemes N/A
(5-6) Waiver of Directors' emoluments N/A
(7-8) Non-pre-emption issues of equity for cash N/A
(9) Parent participation in a placing by a listed subsidiary N/A
(10) Significant contracts involving a Director or shareholder N/A
(11) Provisions of services by a controlling shareholder N/A
(12-13) Dividend waivers 121
(14) Agreements with a controlling shareholder N/A
DIRECTORS’ REPORT CONTINUED
124
Carr's Group plc | Annual Report and Accounts 2024
Directors’ Responsibilities Statement
The Directors are responsible for preparing the Strategic Report, Directors’ Report and the financial statements in accordance with
applicable law and regulations.
Company law requires the Directors to prepare financial statements for each financial year. The Directors have elected to prepare
the financial statements in accordance with UK-adopted international accounting standards. Under company law the Directors
must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs and
profit or loss of the Company and Group for that period. In preparing these financial statements, the Directors are required to:
• select suitable accounting policies and then apply them consistently;
• make judgements and accounting estimates that are reasonable and prudent; and
• state whether applicable UK-adopted international accounting standards have been followed, subject to any material departures
disclosed and explained in the financial statements.
The Directors are responsible for keeping adequate accounting records that are sufficient to show and explain the Company’s
transactions and disclose, with reasonable accuracy at any time, the financial position of the Company and enable them to ensure
that the financial statements comply with the Companies Act 2006. They are also responsible for safeguarding the assets of the
Company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.
The Directors confirm that:
• so far as each Director is aware, there is no relevant audit information of which the Company’s auditor is unaware; and
• the Directors have taken all the steps that they ought to have taken as Directors in order to make themselves aware of any
relevant audit information and to establish that the Company’s auditor is aware of that information.
The Directors are responsible for preparing the Annual Report and Accounts in accordance with applicable law and regulations.
Having taken advice from the Audit and Risk Committee, the Directors consider the Annual Report and Accounts and the financial
statements, taken as a whole, provides the information necessary to assess the Company’s performance, business model and
strategy and is fair, balanced and understandable.
The Directors are responsible for the maintenance and integrity of the corporate and financial information included on the
Company’s website. Legislation in the United Kingdom governing the preparation and dissemination of financial statements may
differ from legislation in other jurisdictions.
To the best of our knowledge:
• the Group financial statements, prepared in accordance with UK-adopted international accounting standards, give a true
and fair view of the assets, liabilities, financial position and profit or loss of the Company and the undertakings included in the
consolidation taken as a whole; and
• the Strategic Report and Directors’ Report include a fair review of the development and performance of the business and the
position of the Company and the undertakings included in the consolidation taken as a whole, together with a description of the
principal risks and uncertainties that they face.
By order of the Board 11 December 2024.
Company Secretary
11 December 2024
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Financial StatementsOverview Strategic Report Corporate Governance
Carr's Group plc | Annual Report and Accounts 2024
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Streamlining
operations,
improving
outcomes
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Overview Strategic Report Corporate Governance Financial Statements
127
Financial Statements
128 Independent Auditor’s Report
140 Consolidated Income Statement
141 Consolidated Statement of
Comprehensive Income
142 Consolidated and Company
BalanceSheets
144 Consolidated Statement of
Changes in Equity
145 Company Statement of Changes
in Equity
146 Consolidated and Company
Statements of Cash Flows
147 Principal Accounting Policies
156 Notes to the Financial Statements
209 Five-Year Statement
211 Alternative Performance Measures
Glossary
213 Directory of Operations
214 Dormant Subsidiaries at
31 August 2024
215 Registered Office and Advisers
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128
INDEPENDENT AUDITOR’S REPORT
to the members of Carr’s Group plc
Opinion
Our opinion on the financial statements is unmodified
applicable law and UK-adopted international accounting standards and, as regards the parent Company financial statements,
as applied in accordance with the provisions of the Companies Act 2006.
In our opinion:
• the financial statements give a true and fair view of the state of the Group’s and of the parent Company’s affairs as at
31 August 2024 and of the Group’s loss for the year then ended;
• the Group financial statements have been properly prepared in accordance with UK-adopted international
accounting standards;
• the parent Company financial statements have been properly prepared in accordance with UK-adopted international
accounting standards as applied in accordance with the provisions of the Companies Act 2006; and
• the financial statements have been prepared in accordance with the requirements of the Companies Act 2006.
Basis for opinion
We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our
responsibilities under those standards are further described in the ‘Auditor’s responsibilities for the audit of the financial statements’
section of our report. We are independent of the Group and the parent Company in accordance with the ethical requirements
that are relevant to our audit of the financial statements in the UK, including the FRC’s Ethical Standard as applied to listed public
interest entities, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the
audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.
Conclusions relating to going concern
We are responsible for concluding on the appropriateness of the Directors’ use of the going concern basis of accounting and,
based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast
significant doubt on the Group’s and the parent Company’s ability to continue as a going concern. If we conclude that a material
uncertainty exists, we are required to draw attention in our report to the related disclosures in the financial statements or, if such
disclosures are inadequate, to modify the auditor’s opinion. Our conclusions are based on the audit evidence obtained up to the
date of our report. However, future events or conditions may cause the Group or the parent Company to cease to continue as a
going concern.
A description of our evaluation of management’s assessment of the ability to continue to adopt the going concern basis of
accounting, and the key observations arising with respect to that evaluation is included in the key audit matters section of
ourreport.
In auditing the financial statements, we have concluded that the Directors’ use of the going concern basis of accounting in the
preparation of the financial statements is appropriate.
Based on the work we have performed, we have not identified any material uncertainties relating to events or conditions that,
individually or collectively, may cast significant doubt on the Group’s and the parent Company’s ability to continue as a going
concern for a period of at least twelve months from when the financial statements are authorised for issue.
In relation to the Group’s reporting on how it has applied the UK Corporate Governance Code, we have nothing material to add
or draw attention to in relation to the Directors’ statement in the financial statements about whether the Directors considered it
appropriate to adopt the going concern basis of accounting.
Our responsibilities and the responsibilities of the Directors with respect to going concern are described in the relevant sections of
this report.
Description
Disclosures
Audit response
Our results
KAM
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Overview Strategic Report Corporate Governance Financial Statements
129
Our approach to the audit
Overview of our audit approach
Key audit
matters
Scoping
Materiality
Overall materiality:
Group: £741k, which represents 0.5% of the Group’s total revenue. Continuing Group: £522k,
which represents 0.7% of continuing revenues only.
Parent Company: £340k, which represents parent Company component materiality capped
at an amount less than Group materiality for Group audit purposes.
Key audit matters were identified as:
• Revenue recognition in components in the Engineering Division where revenue is
recognised over time (long term contracts) (same as previous period);
• Going concern (same as previous period);
• Carrying value of non-current assets (new for period)
Our auditor’s report for the period ended 2 September 2023 included 2 key audit matters
that have not been reported as key audit matters in our current year’s report. The carrying
value of goodwill has been removed, as the only cash generating units ("CGUs") within
continuing operations with goodwill are not considered to be a significant risk of impairment
due to the levels of headroom. Loss for the year from discontinued operations has been
removed as this relates to the disposal of the Agricultural Supplies Division in prior year.
The Group engagement team performed an audit of the parent Company financial
statements, full-scope audit procedures on the financial information of two components
and specified procedures on six components.
Component auditors performed full-scope audit procedures on the financial information of
three components and specified procedures on two components.
The Group engagement team performed analytical procedures on the financial information
of the remaining 13 components.
Key changes in the scope of the audit from the prior year is that NW Total Engineered
Solutions Ltd has dropped out of scope. Additionally, the audit team has brought in an
element of unpredictability within the current year and have brought in Animax Limited a
component into scope that has previously not been tested as part of the Group audit.
Key audit matters
Key audit matters are those matters that, in our professional
judgement, were of most significance in our audit of the financial
statements of the current period and include the most significant
assessed risks of material misstatement (whether or not due to fraud)
that we identified. These matters included those that had the greatest
effect on: the overall audit strategy; the allocation of resources in the
audit; and directing the efforts of the engagement team. These matters
were addressed in the context of our audit of the financial statements
as a whole, and in forming our opinion thereon, and we do not provide
a separate opinion on these matters.
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130
In the graph below, we have presented the key audit matters, significant risks and other risks relevant to the audit. This is not a
complete list of all risks identified by our audit.
Assets held for sale and
discontinued operations
Revenue recognition in components in
the Engineering Division where revenue is
recognised over time (Long term contracts)
Fraud in revenue
recognition
Pension surplus
Key audit matter
Significant risk
Management
override of controls
Carrying value of
non-current assets
Going concern
Low Extent of management judgement
Low
High
Potential
financial
statement
impact
High
Key Audit Matter – Group How our scope addressed the matter – Group
Revenue recognition in components in the
Engineering Division where revenue is recognised
over time (long term contracts)
We have identified revenue recognition as one
of the most significant assessed risks of material
misstatement due to fraud and error. This was in the
following components of the Engineering Division
– Carr’s Engineering Limited – Bendalls, NuVision
Engineering, Inc. and Wälischmiller Engineering
GmbH.
Such revenue totalled £39,249k in the period. We
note that the full amount of revenue recognised is
disclosed within the discontinued operations line of
the financial statements. We have pinpointed the
significant risk to contracts which exhibited certain
qualitative and quantitative risk criteria.
For a significant portion of contracts within the
Group’s Engineering Division, revenue is recognised
based on stage of completion measured in
reference to costs incurred as a proportion of
total costs (‘input method’). Measured stage of
completion is therefore based on either actual
costs incurred to date over estimated costs to
complete or on units delivered/produced against
performanceobligations.
The estimation process is inherently complex and
significant management judgement is required.
In responding to the key audit matter, we performed the following audit
procedures:
• Obtained an understanding of and evaluated the design and
implementation of relevant controls over the revenue cycle.
• Assessed the revenue recognition accounting policy for compliance with
accounting standards, including appropriateness and disclosure within the
financial statements.
• Obtained and inspected contract documents and challenged the
identification of performance obligations, contract clauses and assessed
whether the method of revenue recognition is in accordance with IFRS 15
'Revenue from contracts with customers'.
• Confirmed contract terms directly with customers for a sample ofcontracts.
• Recalculated the revenue recognition on a sample of contracts based on
either percentage completion in relation to estimated costs to complete
or through progress towards satisfaction of performance obligations and
compared to amounts recorded by the Group.
• Made inquiries of project managers to obtain an understanding of the
performance of the contract throughout the period and at period end.
• Obtained and assessed management's forecast estimated costs to
completion and challenged the Group's estimates in respect of costs to
complete via challenge of senior operational and financial management,
and with reference to our own expertise. We also performed corroborative
inquiries of the Group's in-house legal counsel.
• Sensitised the estimated costs to complete to determine how sensitive
management's forecasts are to changes in inputs by applying sensitivities for
inflation, general costs and labour cost increases, and a combination of these.
• Obtained post-period end updates from project managers to understand
subsequent performance of projects and assessed whether the updated
costs to complete forecasts indicate completeness of estimated costs to
complete at the period end.
• Assessed the Group's historical forecasting accuracy by comparing prior
estimated costs to complete to actual costs incurred and actual margin
achieved when the contracts were completed during the current period.
• Assessed the adequacy of disclosures of the key judgments and estimates
involved in long-term contract accounting.
INDEPENDENT AUDITOR’S REPORT CONTINUED
to the members of Carr’s Group plc
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131
Key Audit Matter – Group How our scope addressed the matter – Group
Relevant disclosures in the Annual Report
• Financial statements: Principal accounting
policies, Revenue recognition: and Note 3,
Revenue.
• Audit and Risk Committee Report: Revenue
recognition in relation to Engineering as set out
on page 94.
Our results
Based on our audit work performed, we did not identify any material
misstatement in revenue recognition in components in the Engineering
Division where revenue is recognised over time (long-term contracts).
Going Concern
We identified Going Concern as one of the most
significant assessed risks of material misstatement
due to fraud and error as a result of the judgement
required to conclude whether there is a material
uncertainty related to going concern.
In our evaluation, we considered the inherent
risks associated with the Group’s business model
including the effects arising from macro-economic
uncertainties such as the unprecedented increases
in energy prices, interest rates and inflation.
The Group will be impacted going forward and
these unprecedented levels of uncertainty could
adversely impact the future trading performance
of the Group, leading to increased judgement in
respect of the forward-looking assessment.
In undertaking their assessment of going concern
for the Group, management considered the impact
of increasing energy costs, interest rates and
inflation in their forecast future performance of the
Group, compliance with covenants and anticipated
cash flows.
As a result, there is significant judgement applied
in developing forecasted revenue and profits for
theGroup.
In responding to the key audit matter, we performed the following
audit procedures:
• obtained an understanding of relevant controls relating to the assessment
of going concern model;
• assessed the reasonableness of the inputs and assumptions used in
themodel;
• obtained and assessed management’s paper and assessment of going
concern, including forecasts covering the period up to December 2025
for scenarios with and without the anticipated disposal of the Engineering
Division and tested the mathematical accuracy of the forecasts, as
approved by the Board;
• tested the accuracy of management’s forecasting through a comparison of
budget to actual data;
• assessed the forecasts prepared to ensure consistency with other areas
of the audit such as forecasts used in management’s impairment review
ofgoodwill and non-current assets;
• used industry data and other external information such as forecasted interest
rates to challenge the reasonableness of management’s assumptions
regarding future costs and revenue, built into the forecast cashflow;
• corroborated the existence of the Group’s loan facilities and relevant
covenant requirements to loan agreements for the period covered by
management’s forecasts;
• assessed scenario sensitivities and reverse stress tests performed by
management, and determined if they are plausible;
• tested the adequacy of the supporting evidence for cash flow forecasts,
through review of facility agreements and considered the headroom
available to the Group;
• assessed the appropriateness of assumptions regarding mitigating actions
to reduce costs or manage cashflows in downside scenarios; and
• assessed the adequacy of related disclosures within the Annual Report.
Relevant disclosures in the Annual Report
• Financial statements: Principal accounting
policies, Going Concern.
• Audit and Risk Committee Report: Going concern
and viability statement as set out on page 94 and
the viability statement on page 32.
Our results
We have nothing to report in addition to that stated in the ‘Conclusions
relating to going concern’ section of our report.
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132
Key Audit Matter – Group How our scope addressed the matter – Group
Carrying value of non-current assets
We identified the carrying value of non-current
assets as one of the most significant assessed risks
of material misstatement due to error.
We pinpointed the significant risk to the carrying
valuation of the following CGU's:
– Animax Ltd
– Chirton Engineering business – division of
‘Carr’s Engineering Limited’
Under International Accounting Standard (IAS) 36
‘Impairment of Assets’, management are required
to assess for indicators of impairment at the period
end, and where such indicators are noted perform
an assessment to estimate the recoverable value of
the asset.
The process for assessing whether impairment of
non-current assets exists under IAS 36 is complex.
Management prepared an impairment model to
assess the value in use. Calculating value in use,
through forecasting cash flows relating to each
CGU, and the determination of appropriate discount
rates and other assumptions to be applied can be
highly judgemental and subject to management
bias or error. The selection of certain inputs into the
cash flow forecasts can also significantly impact the
results of the impairmentassessment.
In responding to the key audit matter, we performed the following
audit procedures:
• obtained an understanding of and evaluated the design and
implementation of relevant controls relating to the impairment model;
• obtained management’s Board approved assessment over carrying value
and value in use, understood and challenged sensitivities performed;
• assessed the mathematical accuracy of the impairment model and
methodology applied by management for consistency with the
requirements of IAS 36, including the associated sensitivities performed;
• tested the accuracy of management’s forecasting through a comparison of
current period budget to actual data;
• assessed the appropriateness of management’s assumptions and
sensitivities relating to the calculations of the value in use and estimated
future cash flows, including growth rates and discount rates used to
assess the level of headroom;
• used our internal valuation experts to inform our challenge of
management, that the assumptions used within the calculation of
weighted average cost of capital are reasonable and the terminal growth
rate; and assessed the accuracy and sufficiency of financial statements
disclosures with respect to the carrying value of Group fixed assets.
• challenging management on the accuracy of a historic valuation used
to support the fair value of the Animax Limited land and buildings,
leading them to provide additional evidence which our internal valuation
specialists were able to form a high level review on and agree with
management.
Relevant disclosures in the Annual Report
• Financial statements: Notes 9, 12, 13 and 14
Our results
Our audit work and challenge of management resulted in a revision to:
a) the valuation applied to the land and buildings held in the Animax
Limited CGU
b) the valuation method used for Chirton Engineering business – a division
of Carr’s Engineering Limited.
Total impairment charges were recognised to non-current assets
amounting to:
• Animax Limited £2.2m
• Chirton Engineering business £3.2m
Based on our audit work, we are satisfied that the assumptions used in
management’s revised impairment model were appropriate. We consider
the disclosures with respect to the carrying value of the Group’s non-current
assets to be in accordance with IAS 36.
INDEPENDENT AUDITOR’S REPORT CONTINUED
to the members of Carr’s Group plc
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133
Our application of materiality
We apply the concept of materiality both in planning and performing the audit, and in evaluating the effect of identified
misstatements on the audit and of uncorrected misstatements, if any, on the financial statements and in forming the opinion in the
auditor’s report.
Materiality was determined as follows:
Materiality measure Group Parent Company
Materiality for
financial statements
as a whole
We define materiality as the magnitude of misstatement in the financial statements that, individually or in
the aggregate, could reasonably be expected to influence the economic decisions of the users of these
financial statements. We use materiality in determining the nature, timing and extent of our audit work.
Materiality threshold £741k (2023: £739k), which represents 0.5% of total
revenues (continuing and discontinued). The range of
component materialities used across the Group was
£333k to £407k.
£340k (2023: £443k): which represents 65% of
continuing Group materiality using the relative
total asset share. Parent Company component
materiality has been capped at an amount less
than Group materiality for Group audit purposes.
Significant
judgements made by
auditor in determining
materiality
In determining materiality, we made the following
significant judgements:
Revenue is determined to be the most appropriate
benchmark due its importance in both external
financial reporting and internal management reporting.
The Group engagement team compared
the determined amount against the range of
materialities that would have been calculated had
different benchmarks (adjusted operating profit
and adjusted PBT) been used, recognising that a
number of measures are relevant to the users of the
financialstatements.
Materiality for the current year has been calculated
on a continuing and discontinuing Group basis. For
the continuing Group, 0.7% of continuing Group
revenue has been used.
Materiality for the current year is higher than the
level that we determined for the year ended 2
September 2023 to reflect an increase in £7m of total
Grouprevenue.
In determining materiality, we made the following
significant judgement:
Net assets is considered the most appropriate
benchmark for the parent Company because the
principal activity is that of a holding company that
does not trade.
Materiality for the current year is lower than the
level that we determined for the period ended 2
September 2023 due to reduction in total assets.
Performance
materiality used to
drive the extent of
our testing
We set performance materiality at an amount less than materiality for the financial statements as a whole
to reduce to an appropriately low level the probability that the aggregate of uncorrected and undetected
misstatements exceeds materiality for the financial statements as a whole.
Performance
materiality threshold
£518k (2023: £480k), which is 70% (2023: 65%) of
financial statement materiality.
The range of component performance materialities
used across the Group was £233k to £285k.
£238k (2023: £288k), which is 70% (2023: 65%)
of financial statement materiality. Parent
Company component performance materiality
has been capped at an amount less than Group
performance materiality for Group audit purposes.
Carr's Group plc | Annual Report and Accounts 2024
134
Materiality measure Group Parent Company
Significant
judgements made by
auditor in determining
performance
materiality
In determining performance materiality, we made the
following significant judgements:
• Our understanding of the entity, updated during the
performance of risk assessment procedures; and
• Management have strong monitoring procedures,
engaging internal audit to perform a full scale
review of the internal control environment
• Our experience with auditing the financial
statements of the Group in previous years (for
example, the level of uncorrected misstatements in
the prior year).
• This meant that we increased the measurement %
to demonstrate improvements made to the control
environment
In determining component performance materiality,
we made the following significant judgements:
• Extent of disaggregation of financial information
across components, including the relative risk and
size of a component to the Group
• Component performance materiality increased in
line with the above
For each component in scope for our Group audit, we
allocated a performance materiality that is less than
our overall Group performance materiality.
In determining performance materiality, we made
the following significant judgements:
• Our understanding of the entity, updated
during the performance of risk assessment
procedures; and
• Management have strong monitoring
procedures, engaging internal audit to perform
a full scale review of the internal control
environment
• Our experience with auditing the financial
statements of the Group in previous years
(for example, the level of uncorrected
misstatements in the prior year).
• This meant that we increased the measurement
% to demonstrate improvements made to the
control environment
Specific materiality We determine specific materiality for one or more particular classes of transactions, account balances or
disclosures for which misstatements of lesser amounts than materiality for the financial statements as a
whole could reasonably be expected to influence the economic decisions of users taken on the basis of
the financial statements.
Specific materiality We determined a lower level of specific materiality for
the following areas:
• Related party transactions; and
• Directors' remuneration.
We determined a lower level of specific
materiality for the following areas:
• Related party transactions; and
• Directors' remuneration.
Communication of
misstatements to
the Audit and Risk
Committee
We determine a threshold for reporting unadjusted differences to the Audit and Risk Committee.
Threshold for
communication
£37k (2023: £37k), which represents 5% of financial
statement materiality, and misstatements below
that threshold that, in our view, warrant reporting on
qualitative grounds.
£17k (2023: £22k), which represents 5% of financial
statement materiality, and misstatements below
that threshold that, in our view, warrant reporting
on qualitative grounds.
INDEPENDENT AUDITOR’S REPORT CONTINUED
to the members of Carr’s Group plc
Carr's Group plc | Annual Report and Accounts 2024
Overview Strategic Report Corporate Governance Financial Statements
135
The graph below illustrates how performance materiality and the range of component performance materiality interacts with our
overall materiality and the threshold for communication to the Audit and Risk Committee.
Overall materiality – Group Overall materiality – Parent Company
Total
group revenue
£1,471k
FSM
£741k,
0.5%
FSM
£340k,
65%
Component
materiality cap,
£741k
FSM: Financial statement materiality, PM: Performance materiality, RoM: Range of materiality at 6 components, TfC: Threshold for communication to the
Audit and Risk Committee
An overview of the scope of our audit
We performed a risk-based audit that requires an understanding of the Group’s and the parent Company’s business and in
particular matters related to:
Understanding the Group, its components, their environments, and its system of internal control including common controls
• the engagement team obtained an understanding of the Group and its components, its environment, and its system of internal
control, including the nature and extent of common controls and assessed the risks of material misstatement at the Group level;
and
• the engagement team obtained an understanding of the Group’s organisation structure and considered its impact on the scope
of the audit, including assessing the level of centralisation of Group control function and;
• the engagement team performed walkthroughs of key areas of focus, including significant risks and other significant classes of
transactions, in order to confirm their understanding of the control environment across the Group.
Identifying components at which to perform audit procedures
• the Group’s components vary in size and nature of operations. The Group engagement team identified certain components
as significant based on a variety of both qualitative and quantitative factors. The quantitative factors used in determining
significance were a combination of the Group's continuing revenues, profit from discontinued operations and Group profit before
taxation. The qualitative factors used in determining significance were whether any components were likely to include significant
risks of material misstatement due to their specific nature or circumstances;
• the Group engagement team then considered coverage achieved over each financial statement line item, bringing additional
components into scope for specified audit procedures to ensure sufficient appropriate audit evidence obtained for significant
classes of transactions, account balances and disclosures;
• the Group engagement team further considered any components not currently in scope to be brought in to introduce
unpredictability to the Group audit.
FSM 741k,
0.5%
PM
£518k
RoM £333k
to £407k
TfC £37k
FSM £340k,
65%
PM £238k TfC £17k
Carr's Group plc | Annual Report and Accounts 2024
136
Type of work to be performed on financial information of parent and other components (including how it
addressed the key audit matters)
For those components which were scoped as significant, full-scope audit procedures were performed based on
componentmateriality.
Significant components identified were Carrs Agriculture Ltd, Animal Feed Supplements, Inc., Wälischmiller Engineering GmbH,
NuVision Engineering, Inc., Bendalls Engineering – a division of Carr’s Engineering Limited and the parent Company. Significant
components Wälischmiller Engineering GmbH, NuVision Engineering, Inc. and Bendalls Engineering were audited by component
auditors based on instructions issued by the Group engagement team. The parent Company, Carrs Agriculture Ltd and Animal
Feed Supplements, Inc. were audited by the Group engagement team.
Furthermore, there were eight components which were not deemed to be significant, on which specified procedures were
performed either by the Group engagement team (for six such components) or by component auditors (for two suchcomponents).
For the remaining 13 components, analytical procedures were performed by the Group engagement team at Group level
commensurate with their significance to the Group’s results and financial position.
Where components within the Engineering Division were not scoped as significant, we performed target procedures particularly
over revenue from contracts to address the key audit matter “Revenue recognition in components in the Engineering Division
where revenue is recognised over time (Long term contracts)” included above.
Key changes in the scope of the audit from the prior year is NW Total Engineered Solutions Ltd being removed from scope due
being financially insignificant. There was then one component Animax Limited where unpredictability procedures were performed
as this component had never been tested.
Performance of our audit
In order to gain sufficient appropriate audit evidence to address the risks described above, an audit of financial information was
carried out at each individually significant reporting component: audits for Group reporting purposes were carried out at six
significant components located in the following countries: United Kingdom (three components), USA (two components) and
Germany (one component). In addition, specified audit procedures for Group reporting purposes were performed at a further
eight components.
Further audit procedures performed on components subject to specific scope and specified procedures may not have included
testing of all significant account balances of such components, but further audit procedures were performed on specific accounts
within that component that we, the Group auditor, considered had the potential for the greatest impact on the Group financial
statements either due to risk, size or coverage.
The components within the scope of further audit procedures accounted for the following percentages of the Group’s results,
including the key audit matters identified:
Audit approach No. of components % coverage revenue
% coverage PBT (on
absolute basis)
Full-scope audit 6 68% 66%
Specific scope audit 8 7% 22%
Full-scope and specific scope procedures coverage 14 (2023: 10) 75% (2023: 85%) 88% (2023: 92%)
Analytical procedures 13 (2023: 17) 25% (2023: 15%) 12% (2023: 8%)
Total 27 100 100
Communications with component auditors
• Where the work was performed by component auditors, we determined the level of involvement we needed to have in the audit
work at those components to be able to conclude whether sufficient appropriate audit evidence had been obtained as a basis
for our opinion on the Group financial statements as a whole. This involved issuing instructions to component auditors and having
regular communication throughout the audit.
• During the planning stages of the Group audit the Group engagement team sent detailed instructions to the component auditors
that detailed the scope of the work, component materiality and planned audit approach on significant risk areas. The Group
engagement team also held planning meetings with component auditors to discuss these instructions and provide direction to
the component auditor.
• During the fieldwork stage, the Group engagement team was in communication with the component auditors and performed
detailed reviews of a selection of working papers that cover the significant risks at Group level as well as working papers to
ensure that the Group engagement team have sufficient appropriate audit evidence to support the Group opinion.
• During the completion stage, the Group engagement team was in communication with the component auditors to enquire of any
subsequent events.
INDEPENDENT AUDITOR’S REPORT CONTINUED
to the members of Carr’s Group plc
Carr's Group plc | Annual Report and Accounts 2024
Overview Strategic Report Corporate Governance Financial Statements
137
Changes in approach from previous period
• NW Total Engineered Ltd, the subsidiary in Barrow, UK has been removed from further audit procedures owing to the business
no longer individually including a risk of material misstatement to the Group.
• Unpredictability procedures have been performed at Animax Limited.
Other information
The other information comprises the information included in the Annual Report, other than the financial statements and our
auditor’s report thereon. The Directors are responsible for the other information contained within the Annual Report. Our opinion on
the financial statements does not cover the other information and, except to the extent otherwise explicitly stated in our report, we
do not express any form of assurance conclusion thereon.
Our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent
with the financial statements or our knowledge obtained in the audit or otherwise appears to be materially misstated. If we identify
such material inconsistencies or apparent material misstatements, we are required to determine whether there is a material
misstatement in the financial statements themselves. If, based on the work we have performed, we conclude that there is a
material misstatement of this other information, we are required to report that fact.
We have nothing to report in this regard.
Our opinions on other matters prescribed by the Companies Act 2006 are unmodified
In our opinion, the part of the Directors’ Remuneration Report to be audited has been properly prepared in accordance with the
Companies Act 2006.
In our opinion, based on the work undertaken in the course of the audit:
• the information given in the Strategic Report and the Directors’ Report for the financial year for which the financial statements
are prepared is consistent with the financial statements; and
• the Strategic Report and the Directors’ Report have been prepared in accordance with applicable legal requirements;
Matter on which we are required to report under the Companies Act 2006
In the light of the knowledge and understanding of the Group and the parent Company and their environment obtained in the
course of the audit, we have not identified material misstatements in the Strategic Report or the Directors’ report.
Matters on which we are required to report by exception
We have nothing to report in respect of the following matters in relation to which the Companies Act 2006 requires us to report to
you if, in our opinion:
• adequate accounting records have not been kept by the parent Company, or returns adequate for our audit have not been
received from branches not visited by us; or
• the parent Company financial statements and the part of the Directors’ remuneration report to be audited are not in agreement
with the accounting records and returns; or
• certain disclosures of Directors’ remuneration specified by law are not made; or
• we have not received all the information and explanations we require for our audit; or
• a corporate governance statement has not been prepared by the parent Company.
Corporate governance statement
We have reviewed the Directors’ statement in relation to going concern, longer-term viability and that part of the Corporate
Governance Statement relating to the Group’s compliance with the provisions of the UK Corporate Governance Code specified for
our review by the Listing Rules.
Based on the work undertaken as part of our audit, we have concluded that each of the following elements of the Corporate
Governance Statement is materially consistent with the financial statements or our knowledge obtained during the audit:
• the Directors’ statement with regards to the appropriateness of adopting the going concern basis of accounting and any material
uncertainties identified set out on page 32;
• the Directors’ explanation as to their assessment of the Group’s prospects, the period this assessment covers and why the period
is appropriate set out on page 32;
• the Director’s statement on whether they have a reasonable expectation that the Group will be able to continue in operation and
meet its liabilities set out on page 32;
• the Directors’ statement on fair, balanced and understandable set out on page 125;
• the Board’s confirmation that it has carried out a robust assessment of the emerging and principal risks set out on page 28;
Carr's Group plc | Annual Report and Accounts 2024
138
• the section of the Annual Report that describes the review of the effectiveness of risk management and internal control systems
set out on pages 76 and 77; and
• the section describing the work of the Audit and Risk Committee set out on page 93.
Responsibilities of Directors
As explained more fully in the Directors’ responsibilities statement set out on page 125, the Directors are responsible for the
preparation of the financial statements and for being satisfied that they give a true and fair view, and for such internal control as
the Directors determine is necessary to enable the preparation of financial statements that are free from material misstatement,
whether due to fraud or error.
In preparing the financial statements, the Directors are responsible for assessing the Group’s and the parent Company’s ability
to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis
of accounting unless the Directors either intend to liquidate the Group or the parent Company or to cease operations, or have no
realistic alternative but to do so.
Auditor’s responsibilities for the audit of the financial statements
Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material
misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our opinion. Reasonable assurance is a
high level of assurance but is not a guarantee that an audit conducted in accordance with ISAs (UK) will always detect a material
misstatement when it exists.
Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably
be expected to influence the economic decisions of users taken on the basis of these financial statements.
Irregularities, including fraud, are instances of non-compliance with laws and regulations. The extent to which our procedures are
capable of detecting irregularities, including fraud, is detailed below:
• We obtained an understanding of the legal and regulatory frameworks applicable to the parent Company and the Group and
the industry in which they operate. We determined that the most significant laws and regulations are: UK-adopted international
accounting standards, UK Corporate Governance Code and tax legislation in the jurisdictions in which the Group operates,
including the application of local and overseas sales taxes;
• We enquired of management, finance team, legal counsel and the Board of Directors about the Group and parent Company’s
policies and procedures relating to:
– the identification, evaluation and compliance with laws and regulations;
– the detection and response to the risks of fraud; and
– the establishment of internal controls to mitigate risks related to fraud or non-compliance with laws and regulations.
• We inquired of management, finance team, legal counsel and the Board whether they were aware of any instances of
non-compliance with laws and regulations or whether they had any knowledge of actual, suspected or alleged fraud. We
corroborated our inquiries through our review of Board minutes and papers provided to the Audit and Risk Committee;
• We assessed the susceptibility of the parent Company’s and Group’s financial statements to material misstatement, including
how fraud might occur. Audit procedures performed by the Group engagement team included:
– assessing the design and implementation of controls management has in place to prevent and detect fraud;
– obtaining an understanding of how those charged with governance considered and addressed the potential for override of
controls or other inappropriate influence over the financial reporting process;
– challenging assumptions and judgments made by management in significant accounting estimates;
– identifying and testing journal entries, in particular any journals with unusual characteristics, and increasing our testing in areas
of higher risk as identified during our audit;
– engaging with our internal tax specialists to address the risk of non-compliance with taxation legislation;
– designing audit procedures to incorporate unpredictability around the nature, timing or extent of our testing; performing
additional procedures over information provided by the entity during the course of our audit; and
– assessing the extent of compliance with the relevant laws and regulations as part of our procedures on the related financial
statement item.
• These audit procedures were designed to provide reasonable assurance that the financial statements were free from fraud or
error. The risk of not detecting a material misstatement due to fraud is higher than the risk of not detecting one resulting from
error and detecting irregularities that result from fraud is inherently more difficult than detecting those that result from error, as
fraud may involve collusion, deliberate concealment, forgery or intentional misrepresentations. Also, the further removed non-
compliance with laws and regulations is from events and transactions reflected in the financial statements, the less likely we
would become aware of it;
INDEPENDENT AUDITOR’S REPORT CONTINUED
to the members of Carr’s Group plc
Carr's Group plc | Annual Report and Accounts 2024
Overview Strategic Report Corporate Governance Financial Statements
139
• The engagement partner’s assessment of the appropriateness of the collective competence and capabilities of the Group
engagement team included consideration of the Group engagement team’s knowledge of the industry in which the Group
operates, and the understanding of, and practical experience with, audit engagements of a similar nature and complexity
through appropriate training and participation;
• We communicated relevant laws and regulations and potential fraud risks to all engagement team members, including internal
specialists, and remained alert to any indications of fraud or non-compliance with laws and regulations throughout the audit;
• In assessing the potential risks of material misstatement, we obtained an understanding of:
• the parent Company’s and Group’s operations, including the nature of its revenue sources, products and services and of
its objectives and strategies to understand the classes of transactions, account balances, expected financial statement
disclosures and business risks that may result in risks of material misstatement;
• the applicable statutory provisions;
• the rules and interpretative guidance issued by the Financial Conduct Authority;
• the parent Company’s and Group’s control environment, including the policies and procedures implemented to comply with
the requirements of its regulator, including the adequacy of the training to inform staff of the relevant legislation, rules and
other regulations of the regulator, the adequacy of procedures for authorization of transactions, internal review procedures
over the entity's compliance with regulatory requirements, the authority of, and resources available to the compliance officer
and procedures to ensure that possible breaches of requirements are appropriately investigated and reported; and
• For components at which audit procedures were performed, we requested component auditors to report to us instances of non-
compliance with laws and regulations that gave rise to risk of material misstatement of the Group financial statements. No such
matters were identified by the component auditors.
A further description of our responsibilities for the audit of the financial statements is located on the Financial Reporting Council’s
website at: www.frc.org.uk/auditorsresponsibilities. This description forms part of our auditor’s report.
Other matters which we are required to address
We were appointed by the Audit Committee on 20 February 2024 to audit the financial statements for the period ending
31 August 2024. Our total uninterrupted period of engagement is 3 years, covering the periods ended 3 September 2022 to
31 August 2024.
The firm has identified that recurring accounts preparation services were provided by a Grant Thornton member firm in Ireland to
Carr’s Supplements (ROI) Limited, a non-significant component entity of Carr’s Group plc, from January 2022. These services are
prohibited for a controlled undertaking of a public interest entity under paragraph 5.40 of the FRC Ethical Standard (2019). This
is therefore a breach relating to the service provided during the 2022 and 2023 audit periods. The audit engagement lead has
subsequently considered the impact on his independence and concluded that these services do not impair the independence of
the Firm or covered persons. The non-significant component entity Carr’s Supplements (ROI) Limited is not material to Carr’s Group
plc and the Grant Thornton UK audit team do not rely on the work undertaken by the member firm. The member firm stopped
providing these services when they were identified in August 2024.
Our audit opinion is consistent with the additional report to the Audit and Risk Committee.
Use of our report
This report is made solely to the Company’s members, as a body, in accordance with Chapter 3 of Part 16 of the Companies Act
2006. Our audit work has been undertaken so that we might state to the Company’s members those matters we are required to
state to them in an auditor’s report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume
responsibility to anyone other than the Company and the Company’s members as a body, for our audit work, for this report, or for
the opinions we have formed.
Michael Frankish
Senior Statutory Auditor
for and on behalf of Grant Thornton UK LLP
Statutory Auditor, Chartered Accountants
Manchester
11 December 2024
Carr's Group plc | Annual Report and Accounts 2024
140
CONSOLIDATED INCOME STATEMENT
For the year ended 31 August 2024
| 2023 | |||
| 2024 |
(restated)
2,3
|
||
| Notes | £’000 | £’000 | |
| Continuing operations | |||
Revenue |
2,3 |
||
Cost of sales |
( |
( |
|
Gross profit |
|||
Distribution costs |
( |
( |
|
Administrative expenses |
( |
( |
|
Share of post-tax results of joint ventures |
|||
|
Adjusted
1
operating profit
|
2 |
||
Adjusting items |
5 |
( |
( |
Operating loss |
2,4 |
( |
( |
Finance income |
7 |
||
Finance costs |
7 |
( |
( |
|
Adjusted
1
profit before taxation
|
2 |
||
Adjusting items |
5 |
( |
( |
Loss before taxation |
2 |
( |
( |
Taxation |
8 |
( |
|
|
Adjusted
1
profit for the year from continuing operations
|
|||
Adjusting items |
5 |
( |
( |
Loss for the year from continuing operations |
( |
( |
|
| Discontinued operations | |||
(Loss)/profit for the year from discontinued operations (including held for sale) |
9 |
( |
|
Loss for the year |
( |
( |
|
| Loss attributable to: | |||
Equity shareholders |
( |
( |
|
|
Non-controlling interests
4
|
( |
||
( |
( |
||
| (Loss)/earnings per ordinary share (pence) | |||
| Basic | |||
Loss from continuing operations |
11 |
( |
( |
(Loss)/profit from discontinued operations |
11 |
( |
|
11 |
( |
( |
|
| Diluted | |||
Loss from continuing operations |
11 |
( |
( |
(Loss)/profit from discontinued operations |
11 |
( |
|
11 |
( |
( |
1. Adjusted results are consistent with how business performance is measured internally and is presented to aid comparability of performance. Adjusting
items are disclosed in note 5. An alternative performance measures glossary can be found on pages 211 to 212.
2. Restated to provide comparable information for continuing and discontinued operations following the classification of the Engineering businesses
and Afgritech LLC as disposal groups in the current year. Further details of results from discontinued operations and net assets relating to the disposal
groups can be found in note 9.
3. See note 37 for an explanation of the prior year restatements.
4. Non-controlling interests relate to businesses included in the Carr's Billington Agricultural business disposal group.
Carr's Group plc | Annual Report and Accounts 2024
Overview Strategic Report Corporate Governance Financial Statements
141
CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME
For the year ended 31 August 2024
| 2023 | |||
| 2024 |
(restated)
2
|
||
| £’000 | £’000 | ||
Loss for the year |
( |
( |
|
| Other comprehensive (expense)/income | |||
| Items that may be reclassified subsequently to profit or loss: | |||
Foreign exchange translation losses arising on translation of overseas subsidiaries |
( |
( |
|
| Items that will not be reclassified subsequently to profit or loss: | |||
| Actuarial losses on retirement benefit asset: | |||
– Group |
28 |
( |
( |
– Share of associate (included within disposal group) |
( |
||
| Taxation credit on actuarial losses on retirement benefit asset: | |||
– Group |
20 |
||
– Share of associate (included within disposal group) |
|||
Other comprehensive expense for the year, net of tax |
( |
( |
|
Total comprehensive expense for the year |
( |
( |
|
| Total comprehensive expense attributable to: | |||
Equity shareholders |
( |
( |
|
|
Non-controlling interests
1
|
( |
||
( |
( |
||
| Total comprehensive expense attributable to: | |||
Continuing operations |
( |
( |
|
Discontinued operations |
( |
( |
|
( |
( |
1. Non-controlling interests relate to businesses included in the Carr's Billington Agricultural business disposal group.
2. Restated to provide comparable information for continuing and discontinued operations following the classification of the Engineering businesses
and Afgritech LLC as disposal groups in the current year. Further details of results from discontinued operations and net assets relating to the disposal
groups can be found in note 9.
Carr's Group plc | Annual Report and Accounts 2024
142
CONSOLIDATED AND COMPANY BALANCE SHEETS
As at 31 August 2024
(Company Number 00098221 )
Group |
Company |
|||||
| 2023 | 2022 | 2023 | ||||
| 2024 |
(restated)
1
|
(restated)
1
|
2024 |
(restated)
2
|
||
| Notes | £’000 | £’000 | £’000 | £’000 | £’000 | |
| Assets | ||||||
| Non-current assets | ||||||
Goodwill |
12 |
– |
– |
|||
Other intangible assets |
12 |
– |
– |
|||
Property, plant and equipment |
13 |
62 |
86 |
|||
Right-of-use assets |
14 |
164 |
281 |
|||
Investment property |
15 |
– |
– |
|||
Investment in subsidiary undertakings |
16,19 |
20,515 |
34,757 |
|||
Interest in joint ventures |
16,18 |
172 |
172 |
|||
Other investments |
16 |
– |
– |
|||
Contract assets |
20 |
|||||
| Financial assets | ||||||
– Non-current receivables |
23 |
32,389 |
32,797 |
|||
Retirement benefit asset |
28 |
1,807 |
5,316 |
|||
Deferred tax asset |
20 |
721 |
– |
|||
55,830 |
73,409 |
|||||
| Current assets | ||||||
Inventories |
21 |
– |
– |
|||
Contract assets |
22 |
– |
– |
|||
Trade and other receivables |
23 |
5,479 |
9,605 |
|||
Current tax assets |
130 |
2,063 |
||||
| Financial assets | ||||||
– Cash and cash equivalents |
24 |
7,607 |
13,443 |
|||
|
Assets included in disposal groups and other
assets classified as held for sale
|
9 |
12,908 |
– |
|||
26,124 |
25,111 |
|||||
Total assets |
81,954 |
98,520 |
1. See note 37 for an explanation of the prior year restatements.
2. Restated to reclassify the group taxation relief asset of £639,000 from current tax assets to trade and other receivables where it has been included
within amounts owed by Group undertakings.
Carr's Group plc | Annual Report and Accounts 2024
Overview Strategic Report Corporate Governance Financial Statements
143
CONSOLIDATED AND COMPANY BALANCE SHEETS CONTINUED
As at 31 August 2024
(Company Number 00098221)
Group |
Company |
|||||
| 2023 | 2022 | |||||
| 2024 |
(restated)
1
|
(restated)
1
|
2024 | 2023 | ||
| Notes | £’000 | £’000 | £’000 | £’000 | £’000 | |
| Liabilities | ||||||
| Current liabilities | ||||||
| Financial liabilities | ||||||
– Borrowings |
26 |
( |
( |
( |
(1,580) |
(2,125) |
– Leases |
14 |
( |
( |
( |
(49) |
(126) |
– Derivative financial instruments |
27 |
( |
( |
– |
– |
|
Contract liabilities |
22 |
( |
( |
– |
– |
|
Trade and other payables |
25 |
( |
( |
( |
(3,381) |
(3,392) |
Current tax liabilities |
( |
( |
– |
– |
||
|
Liabilities included in disposal groups classified as
held for sale
|
9 |
( |
( |
– |
– |
|
( |
( |
( |
(5,010) |
(5,643) |
||
| Non-current liabilities | ||||||
| Financial liabilities | ||||||
– Borrowings |
26 |
( |
( |
( |
(2,913) |
(4,697) |
– Leases |
14 |
( |
( |
( |
(118) |
(167) |
Deferred tax liabilities |
20 |
( |
( |
( |
– |
(855) |
Other non-current liabilities |
25 |
( |
( |
– |
– |
|
( |
( |
( |
(3,031) |
(5,719) |
||
Total liabilities |
( |
( |
( |
(8,041) |
(11,362) |
|
Net assets |
73,913 |
87,158 | ||||
| Shareholders’ equity | ||||||
Share capital |
29 |
2,361 |
2,354 |
|||
Share premium |
10,945 |
10,664 |
||||
Other reserves |
324 |
264 |
||||
| Retained earnings: | ||||||
At the beginning of the year |
73,876 |
51,296 |
||||
(Loss)/profit attributable to equity shareholders |
( |
( |
( 7, 354) |
28,972 |
||
Other changes in retained earnings |
( |
( |
( |
(6,239) |
(6,392) |
|
60,283 |
73,876 |
|||||
Total shareholders' equity |
73,913 |
87,158 | ||||
Non-controlling interests |
– |
– |
||||
Total equity |
73,913 |
87,1 5 8 |
1. See note 37 for an explanation of the prior year restatements.
Carr's Group plc | Annual Report and Accounts 2024
144
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
For the year ended 31 August 2024
| Treasury | Equity | Foreign | Total | Non- | ||||||
| Share | Share | Share | Compensation | Exchange | Other | Retained | Shareholders’ | controlling | Total | |
| Capital | Premium | Reserve | Reserve | Reserve | Reserve | Earnings | Equity | Interests | Equity | |
| £’000 | £’000 | £'000 | £’000 | £’000 | £’000 | £’000 | £’000 | £’000 | £’000 | |
At 4 September 2022 |
||||||||||
Loss for the year |
( |
( |
( |
( |
||||||
| Other comprehensive | ||||||||||
expense |
( |
( |
( |
( |
||||||
| Total comprehensive | ||||||||||
expense |
( |
( |
( |
( |
( |
|||||
Dividends paid |
( |
( |
( |
|||||||
|
Equity-settled share-
based payment
|
||||||||||
transactions |
( |
( |
( |
( |
||||||
| Excess deferred taxation | ||||||||||
| on share-based | ||||||||||
payments |
( |
( |
( |
|||||||
Allotment of shares |
||||||||||
Sale of disposal group |
( |
( |
||||||||
Transfer |
( |
( |
||||||||
At 2 September 2023 |
|
|||||||||
At 3 September 2023 |
|
|||||||||
Loss for the year |
( |
( |
( |
|||||||
| Other comprehensive | ||||||||||
expense |
( |
( |
( |
( |
||||||
| Total comprehensive | ||||||||||
expense |
( |
( |
( |
( |
||||||
Dividends paid |
( |
( |
( |
|||||||
|
Equity-settled share-
based payment
|
||||||||||
transactions |
||||||||||
| Excess deferred taxation | ||||||||||
| on share-based | ||||||||||
payments |
||||||||||
Allotment of shares |
||||||||||
| Purchase of own shares | ||||||||||
held in trust |
( |
( |
( |
|||||||
Transfer |
( |
( |
||||||||
At 31 August 2024 |
The equity compensation reserve reflects the cumulative accounting impact, at the balance sheet date, of the fair value of the
share schemes over the vesting periods. The movement on the equity compensation reserve is taken through the consolidated
income statement. During the year £298,000 (2023: £1 79,000 ) was transferred from the equity compensation reserve to retained
earnings in respect of options vested in the year.
The Group has opted to use previous revaluations of property made under UK GAAP as deemed cost. On adoption of IFRS the
revaluation reserve was reclassified to other reserves.
Carr's Group plc | Annual Report and Accounts 2024
Overview Strategic Report Corporate Governance Financial Statements
145
COMPANY STATEMENT OF CHANGES IN EQUITY
For the year ended 31 August 2024
Share
Capital
£’000
Share
Premium
£’000
Treasury
Share
Reserve
£'000
Equity
Compensation
Reserve
£’000
Retained
Earnings
£’000
Total
Equity
£’000
At 4 September 2022 2,350 10,500 – 608 51,296 64,754
Profit for the year – – – – 28,972 28,972
Other comprehensive expense – – – – (1,543) (1,543)
Total comprehensive income – – – – 27,42 9 2 7,42 9
Dividends paid – – – – (4,889) (4,889)
Equity-settled share-based payment transactions – – – (300) – (300)
Excess deferred taxation on share-based
payments – – – – (4) (4)
Allotment of shares 4 164 – – – 168
Transfer – – – (44) 44 –
At 2 September 2023 2,354 10,664 – 264 73,876 87,1 5 8
At 3 September 2023 2,354 10,664 – 264 73,876 87,1 58
Loss for the year – – – – ( 7, 35 4) ( 7, 3 5 4 )
Other comprehensive expense – – – – (309) (309)
Total comprehensive expense – – – – ( 7,6 63) (7,66 3)
Dividends paid – – – – (6,006) (6,006)
Equity-settled share-based payment transactions – – – 198 – 198
Excess deferred taxation on share-based
payments – – – – 12 12
Allotment of shares 7 281 – – – 288
Purchase of own shares held in trust – – (74) – – (74)
Transfer – – 74 (138) 64 –
At 31 August 2024 2,361 10,945 – 324 60,283 73,913
The equity compensation reserve reflects the cumulative accounting impact, at the balance sheet date, of the fair value of
the share schemes over the vesting periods. The movement on the equity compensation reserve is taken through the income
statement where it relates to employees of the Company and to investment in subsidiaries where it relates to employees of the
subsidiaries. During the year £138,000 (2023: £44,000) was transferred from the equity compensation reserve to retained earnings
and £160,000 (2023: £207,000) was transferred from the equity compensation reserve to investment in subsidiaries in respect of
options vested in the year.
Carr's Group plc | Annual Report and Accounts 2024
146
CONSOLIDATED AND COMPANY STATEMENTS OF CASH FLOWS
For the year ended 31 August 2024
Group |
Company |
||||
| 2023 | 2023 | ||||
| 2024 |
(restated)
1,2
|
2024 |
(restated)
2
|
||
| Notes | £’000 | £’000 | £’000 | £’000 | |
| Cash flows from operating activities | |||||
Cash generated from/(used in) continuing operations |
31 |
( |
(6,013) |
( 7,7 3 2) |
|
Interest received |
2,177 |
1,991 |
|||
Interest paid |
( |
( |
(434) |
(474) |
|
Tax received/(paid) |
( |
2,696 |
522 |
||
|
Net cash generated from/(used in) operating activities in
continuing operations
|
( |
(1,574) |
(5,693) |
||
| Net cash generated from operating activities in discontinued | |||||
operations |
– |
– |
|||
Net cash generated from/(used in) operating activities |
( |
(1,574) |
(5,693) |
||
| Cash flows from investing activities | |||||
Sale of disposal group (net of cash disposed) |
4,000 |
25,910 |
|||
Dividends received from subsidiaries |
– |
3,957 |
|||
New loans to subsidiaries |
(1,271) |
(3,675) |
|||
Repayment of loans to subsidiaries |
425 |
2,176 |
|||
Dividends received from joint ventures |
802 |
481 |
|||
Purchase of intangible assets |
( |
( |
– |
– |
|
Proceeds from sale of property, plant and equipment |
– |
– |
|||
Purchase of property, plant and equipment |
( |
( |
(8) |
(28) |
|
Proceeds from sale of investment property |
– |
– |
|||
|
Net cash generated from investing activities in
continuing operations
|
3,948 |
28,821 |
|||
Net cash used in investing activities in discontinued operations |
( |
( |
– |
– |
|
Net cash generated from investing activities |
3,948 |
28,821 |
|||
| Cash flows from financing activities | |||||
Proceeds from issue of ordinary share capital |
29 |
288 |
167 |
||
Purchase of own shares held in trust |
( |
(74) |
– |
||
New financing and drawdowns on RCF |
– |
4,741 |
|||
Repayment of RCF drawdowns |
( |
( |
(1,816) |
(21,741) |
|
Lease principal repayments |
( |
( |
(61) |
(123) |
|
Repayment of borrowings |
( |
( |
– |
(2,400) |
|
Receipt of loans from subsidiaries |
– |
2,500 |
|||
Repayment of loans from subsidiaries |
(518) |
(600) |
|||
Dividends paid to shareholders |
10 |
( |
( |
(6,006) |
(4,889) |
Net cash used in financing activities in continuing operations |
( |
( |
(8,187) |
(22,345) |
|
Net cash used in financing activities in discontinued operations |
( |
( |
– |
– |
|
Net cash used in financing activities |
( |
( |
(8,187) |
(22,345) |
|
Net (decrease)/increase in cash and cash equivalents |
( |
( |
(5,813) |
783 |
|
Cash and cash equivalents at beginning of the year |
13,443 |
12,726 |
|||
Exchange differences on cash and cash equivalents |
( |
( |
(23) |
(66) |
|
Cash and cash equivalents at end of the year |
24 |
7,6 07 |
13,443 |
1. Restated to provide comparable information for continuing and discontinued operations following the classification of the Engineering businesses and
Afgritech LLC as disposal groups in the current year. Further details of results from discontinued operations and net assets relating to the disposal groups
can be found in note 9.
2. Restated to reclassify disposal group costs to sell of £(86 4,0 00 ) from cash flows from investing activities to cash flows from operating activities.
Carr's Group plc | Annual Report and Accounts 2024
Overview Strategic Report Corporate Governance Financial Statements
147
PRINCIPAL ACCOUNTING POLICIES
Carr's Group plc | Annual Report and Accounts 2024
148
Basis of consolidation continued
PRINCIPAL ACCOUNTING POLICIES CONTINUED
Carr's Group plc | Annual Report and Accounts 2024
Overview Strategic Report Corporate Governance Financial Statements
149
Revenue recognition continued
Carr's Group plc | Annual Report and Accounts 2024
150
Retirement benefit asset/obligation continued
PRINCIPAL ACCOUNTING POLICIES CONTINUED
Carr's Group plc | Annual Report and Accounts 2024
Overview Strategic Report Corporate Governance Financial Statements
151
Goodwill continued
Carr's Group plc | Annual Report and Accounts 2024
152
PRINCIPAL ACCOUNTING POLICIES CONTINUED
Carr's Group plc | Annual Report and Accounts 2024
Overview Strategic Report Corporate Governance Financial Statements
153
Leases continued
Carr's Group plc | Annual Report and Accounts 2024
154
PRINCIPAL ACCOUNTING POLICIES CONTINUED
Carr's Group plc | Annual Report and Accounts 2024
Overview Strategic Report Corporate Governance Financial Statements
155
Carr's Group plc | Annual Report and Accounts 2024
156
NOTES TO THE FINANCIAL STATEMENTS
1 The Company has taken advantage of the exemption, under section 408 of the Companies Act 2006, from presenting its own
income statement of comprehensive income and related notes. Total comprehensive expense for the year dealt with in the
accounts of the Company was £7,663,000 (2023 total comprehensive income: £27,429,000) of which £7,354,000 (2023 profit after tax:
£28,972,000) relates to loss after tax for the year.
| Continuing | Discontinued | |||
| Agriculture | Central | Group | operations | |
| £’000 | £’000 | £’000 | £’000 | |
Total segment revenue
|
75,701
|
–
|
75,701 |
72,320
|
Inter-segment revenue
|
–
|
–
|
–
|
(2)
|
Revenue from external customers
|
75,701
|
–
|
75,701
|
72,318
|
|
Adjusted
1
EBITDA
2
|
5,320
|
(2,868)
|
2,452
|
9,298
|
|
Depreciation, amortisation and profit/(loss) on disposal of
non-current assets
|
(1,503)
|
(155)
|
(1,658)
|
(2,599)
|
Share of post-tax results of joint ventures
|
1,374
|
–
|
1,374
|
–
|
|
Adjusted
1
operating profit/(loss)
|
5,191
|
(3,023)
|
2,168
|
6,699
|
Adjusting items (note 5)
|
(4,488)
|
(4,475)
|
(8,963)
|
(5,663)
|
Operating profit/(loss)
|
703
|
(7,498)
|
(6,795)
|
1,036
|
Finance income
|
1,013
|
102
|
||
Finance costs
|
(681)
|
(765)
|
||
|
Adjusted
1
profit before taxation
|
2,500
|
6,036
|
||
Adjusting items (note 5)
|
(8,963)
|
(5,663)
|
||
(Loss)/profit before taxation
|
(6,463)
|
373
|
||
Taxation of discontinued operations
|
(1,604)
|
|||
Loss for the year from discontinued operations (note 9)
|
(1,231)
|
Carr's Group plc | Annual Report and Accounts 2024
Overview Strategic Report Corporate Governance Financial Statements
157
2 Segmental information continued
Assets and liabilities
| Continuing | Discontinued | ||||
| Agriculture | Central | Group | operations | Total Group | |
| £’000 | £’000 | £’000 | £’000 | £’000 | |
Gross assets
|
48,210
|
13,933
|
62,143
|
81,661 |
143,804
|
Gross liabilities
|
(11,460)
|
(5,662) |
(17, 1 22) |
(31,748) |
(48,870)
|
Intangible asset additions (note 12)
|
8
|
–
|
8
|
547
|
555
|
Property, plant and equipment additions (note 13)
|
1,153
|
8
|
1,161
|
2,989
|
4,150
|
Right-of-use asset additions (note 14)
|
102
|
167
|
269
|
3,199
|
3,468
|
The segmental information for the year ended 2 September 2023 is as follows. Prior year disclosures have been restated in respect
of discontinued operations to aid comparability with the segmental information presented for the current year. Further details of the
prior year restatements of continuing operations can be found in note 37.
| Continuing | Discontinued | |||
| Agriculture | Central | Group | operations | |
| Restated: | £’000 | £’000 | £’000 | £’000 |
Total segment revenue
|
83,135
|
–
|
83,135 |
115,558
|
Inter-segment revenue
|
(1,320)
|
–
|
(1,320)
|
(36)
|
Revenue from external customers
|
81,815
|
–
|
81,815 |
115,522
|
|
Adjusted
1
EBITDA
2
|
6,143
|
(2,850)
|
3,293
|
5,831
|
|
Depreciation, amortisation and profit/(loss) on disposal of
non-current assets
|
(1,763)
|
(126)
|
(1,889)
|
(2,547)
|
Share of post-tax results of associate and joint ventures
|
1,441
|
–
|
1,441
|
466
|
|
Adjusted
1
operating profit/(loss)
|
5,821
|
(2,976)
|
2,845
|
3,750
|
Adjusting items (note 5)
|
(3,315)
|
(401)
|
(3,716)
|
(2,280)
|
Operating profit/(loss)
|
2,506
|
(3,377)
|
(871)
|
1,470
|
Finance income
|
814
|
62
|
||
Finance costs
|
(715)
|
(791)
|
||
|
Adjusted
1
profit before taxation
|
2,944
|
3,021
|
||
Adjusting items (note 5)
|
(3,716)
|
(2,280)
|
||
(Loss)/profit before taxation
|
(772)
|
741
|
||
Taxation of discontinued operations
|
(658)
|
|||
Profit for the year from discontinued operations (note 9)
|
83
|
1. Adjusted results are consistent with how business performance is measured internally and is presented to aid comparability of performance. Adjusting
items are disclosed in note 5.
2. Earnings before interest, tax, depreciation, amortisation, profit/(loss) on the disposal of non-current assets and before share of post-tax results of
associate and joint ventures.
Assets and liabilities (restated)
| Continuing | Discontinued | ||||
| Agriculture | Central | Group | operations | Total Group | |
| £’000 | £’000 | £’000 | £'000 | £’000 | |
Gross assets
|
53,925
|
29,341
|
83,266
|
79,057 |
162,323
|
Gross liabilities
|
(16,004)
|
(9,051) |
(25,055) |
(29,393) |
(54,448)
|
Intangible asset additions (note 12)
|
2
|
–
|
2
|
187
|
189
|
Property, plant and equipment additions (note 13)
|
1,997
|
28
|
2,025
|
1,127
|
3,152
|
Right-of-use asset additions (note 14)
|
184
|
72
|
256
|
303
|
559
|
Carr's Group plc | Annual Report and Accounts 2024
158
NOTES TO THE FINANCIAL STATEMENTS CONTINUED
2 Segmental information continued
Goodwill and other intangible assets impairment
During the year the Group recognised an impairment of £0.2m (2023: £0.3m) against other intangible assets in respect of the
Agriculture reportable segment. During the prior year the Group recognised an impairment of goodwill of £1.7m in respect of the
Agriculture reportable segment and £1.8m in respect of the Engineering reportable segment, which has been included in the
restated disclosures for discontinued operations. Further details can be found in note 12.
The Group also recognised an impairment of £1.9m (2023: £nil) against property, plant and equipment and £0.1m (2023: £nil) against
right-of-use assets in respect of the Agriculture reportable segment. Further details can be found in notes 13 and 14.
2024
|
2023 (restated)
|
|||
| Continuing | Discontinued | Continuing | Discontinued | |
| operations | operations | operations | operations | |
| £’000 | £’000 | £’000 | £’000 | |
UK
|
32,032
|
35,490
|
30,215
|
83,892
|
USA
|
37,529
|
19,946
|
45,676
|
21,966
|
Germany
|
–
|
16,882
|
–
|
9,664
|
Republic of Ireland
|
4,366
|
–
|
4,162
|
–
|
New Zealand
|
1,774
|
–
|
1,762
|
–
|
75,701
|
72,318
|
81,815
|
115,522
|
Non-current assets
2024
|
2023
|
|||||||||||
| Republic | New | Republic | New | |||||||||
| UK | USA | Germany | of Ireland | Zealand | Total | UK | USA | Germany | of Ireland | Zealand | Total | |
| £’000 | £’000 | £’000 | £’000 | £’000 | £’000 | £’000 | £’000 | £’000 | £’000 | £’000 | £’000 | |
Goodwill
|
2,068
|
–
|
–
|
–
|
– |
2,068 |
6,478 |
8,674 |
4,009
|
–
|
– |
19,161
|
|
Other intangible
assets
|
– |
32
|
–
|
–
|
– |
32 |
1,870 |
703 |
745
|
–
|
– |
3,318
|
| Property, plant | ||||||||||||
and equipment |
4,089 |
5,750
|
–
|
–
|
61 |
9,900 |
12,520 |
10,230 |
7,1 55
|
–
|
45 |
29,950
|
| Right-of-use | ||||||||||||
assets
|
643
|
–
|
–
|
13
|
– |
656 |
6,476 |
241 |
580 |
26
|
– |
7,323
|
| Investment | ||||||||||||
property
|
316
|
–
|
–
|
–
|
– |
316 |
2,640
|
–
|
–
|
–
|
– |
2,640
|
| Interest in joint | ||||||||||||
ventures
|
52 |
4,372 |
1,864
|
–
|
– |
6,288
|
53 |
3,851 |
2,197
|
–
|
– |
6,101
|
Other investments |
5
|
21
|
–
|
–
|
– |
26
|
5 |
22
|
–
|
–
|
–
|
27
|
| Non-current | ||||||||||||
receivables
|
–
|
–
|
–
|
–
|
–
|
–
|
–
|
21
|
–
|
–
|
–
|
21
|
7,173 |
10,175 |
1,864
|
13
|
61 |
19,286 |
30,042 |
23,742 |
14,686 |
26
|
45 |
68,541
|
Carr's Group plc | Annual Report and Accounts 2024
Overview Strategic Report Corporate Governance Financial Statements
159
2024
|
2023 (restated)
|
|||
| Continuing | Discontinued | Continuing | Discontinued | |
| operations | operations | operations | operations | |
| Timing of revenue recognition | £’000 | £’000 | £’000 | £’000 |
Over time
|
–
|
39,249
|
–
|
29,050
|
At a point in time
|
75,701
|
33,069
|
81,815
|
86,472
|
75,701
|
72,318
|
81,815
|
115,522
|
| 2027 | ||||
| 2025 | 2026 | onwards | Total | |
| £’000 | £’000 | £’000 | £’000 | |
| Total transaction price allocated to the remaining | ||||
performance obligations
|
37,956
|
8,145
|
7,523
|
53,624
|
| 2026 | ||||
| 2024 | 2025 | onwards | Total | |
| £’000 | £’000 | £’000 | £’000 | |
| Total transaction price allocated to the remaining | ||||
performance obligations
|
43,711
|
11,523
|
4,520
|
59,754
|
Carr's Group plc | Annual Report and Accounts 2024
160
NOTES TO THE FINANCIAL STATEMENTS CONTINUED
2024
|
2023 (restated)
|
|||
| Continuing | Discontinued | Continuing | Discontinued | |
| operations | operations | operations | operations | |
| £’000 | £’000 | £’000 | £’000 | |
| Group operating loss is stated after (crediting)/charging: | ||||
Amortisation of grants
|
–
|
(16)
|
–
|
(5)
|
Loss/(profit) on disposal of property, plant and equipment
|
9
|
1
|
(88)
|
65
|
(Profit)/loss on disposal of right-of-use leases
|
(13)
|
–
|
3
|
1
|
Profit on disposal of investment property
|
(154)
|
–
|
–
|
–
|
Depreciation of property, plant and equipment
|
1,264
|
1,567
|
1,515
|
1,508
|
Depreciation of right-of-use assets
|
327
|
984
|
387
|
921
|
Depreciation of owned investment property
|
67
|
–
|
67
|
–
|
Amortisation of intangible assets
|
93
|
493
|
493
|
511
|
Amounts written off goodwill
|
19
|
–
|
–
|
–
|
Goodwill and other intangible assets impairment
|
210
|
–
|
2,019
|
1,824
|
Impairment of property, plant and equipment
|
1,906
|
–
|
–
|
–
|
Impairment of right-of-use assets
|
63
|
–
|
–
|
–
|
Foreign exchange losses/(gains)
|
59
|
21
|
255
|
(3)
|
Derivative financial instruments gains
|
–
|
(4)
|
–
|
(58)
|
Research and development expense
|
116
|
810
|
82
|
613
|
| Auditors’ remuneration: | ||||
Audit services (Company £25,000; 2023: £19,000)
|
125
|
–
|
100
|
–
|
| The auditing of accounts of subsidiaries of the Company | ||||
pursuant to legislation (including overseas)
|
459
|
475
|
358
|
500
|
Total audit services
|
584
|
475
|
458
|
500
|
| Included within Group operating loss is the following in respect | ||||
| of investment property leased to, and occupied by, external parties: | ||||
Rental income
|
(430)
|
–
|
(365)
|
–
|
Operating expenses
|
352
|
–
|
371
|
–
|
(78)
|
–
|
6
|
–
|
Carr's Group plc | Annual Report and Accounts 2024
Overview Strategic Report Corporate Governance Financial Statements
161
5 Adjusting items
In reporting financial information, the Group presents alternative performance measures (“APMs”), which are not defined or
specified under the requirements of IFRS. These APMs are consistent with how business performance is measured internally and
therefore the Group believes that these APMs provide stakeholders with additional useful information on the performance of the
business. The following adjusting items have been added back to reported profit measures.
2024
|
2023 (restated)
|
|||
| Continuing | Discontinued | Continuing | Discontinued | |
| operations | operations | operations | operations | |
| £’000 | £’000 | £’000 | £’000 | |
Amortisation of acquired intangible assets (i)
|
89
|
446
|
488
|
459
|
Restructuring/closure costs (ii)
|
2,132
|
–
|
607
|
–
|
| Loss/(profit) on fair value measurement less costs to sell and impairment | ||||
of disposal group assets (iii)
|
720
|
5,217
|
–
|
(3)
|
Cloud configuration and customisation costs (iv)
|
813
|
–
|
602
|
–
|
Costs related to pension scheme buy-in (v)
|
284
|
–
|
–
|
–
|
Pension past service costs (vi)
|
2,900
|
–
|
–
|
–
|
Profit on disposal of investment property (vii)
|
(154)
|
–
|
–
|
–
|
Goodwill and other intangible assets impairment (viii)
|
210
|
–
|
2,019
|
1,824
|
Property, plant and equipment and right-of-use assets impairment (ix)
|
1,969
|
–
|
–
|
–
|
Included in profit/(loss) before taxation
|
8,963
|
5,663
|
3,716
|
2,280
|
Taxation effect of the above adjusting items
|
(2,013)
|
(211)
|
(448)
|
(111)
|
Included in profit/(loss) for the year
|
6,950
|
5,452
|
3,268
|
2,169
|
(i) Amortisation of acquired intangible assets which do not relate to the underlying profitability of the Group but rather relate to costs arising on acquisition
of businesses.
(ii) Restructuring/closure costs include costs incurred in relation to the restructure of the Agriculture Division and Group functions.
(iii) In respect of continuing operations, the carrying value of assets classified as held for sale at the year end exceeded the fair value less costs to sell.
As a result the carrying values were reduced to the fair value less costs to sell resulting in a loss of £720,000 being recognised.
At the year end the carrying value of the assets and liabilities included in disposal groups classified as held for sale exceeded the fair value
less costs to sell. As a result the net assets of these disposal groups were reduced to the fair value less costs to sell. In addition an impairment was
recognised against the assets of the Chirton Engineering business. This has resulted in a combined loss of £5,217,000.
Further details of these adjusting items can be found in note 9.
In the prior year the Group disposed of its interest in the Carr's Billington Agricultural business on 26 October 2022. The profit on fair value measurement
less costs to sell arose from the structure of the sale and offsets the retained earnings from discontinued operations between 3 September 2022 and
completion date.
(iv) Costs relating to material spend in relation to the implementation of the Group’s ERP system that have now been expensed following the adoption of
the IFRIC agenda decision.
(v) During the year the Trustees of the Carr's Group pension scheme began the process of seeking an insurer from whom to purchase an insured bulk
annuity ("buy-in"). Costs incurred related to this process have been included as an adjusting item. Further details of the buy-in process can be found in
note 28.
(vi) Pension past service costs relating to a Barber Window equalisation adjustment. Further details can be found in note 28.
(vii) During the year the Group disposed of a property it leased to a third party. As this does not relate to the underlying profitability of the Group it has been
included as an adjusting item in the year.
(viii) Impairment of other intangible assets in respect of the Animax Ltd cash-generating unit. Further details of the impairment charge can be found in
note 12.
In the prior year this relates to impairment of goodwill and other intangible assets in respect of the Animax Ltd cash-generating unit and impairment of
goodwill in respect of the NW Total Engineered Solutions Ltd cash-generating unit.
(ix) Impairment of property, plant and equipment and right-of-use assets in respect of the Animax Ltd cash-generating unit. Further details of the
impairment charges can be found in notes 13 and 14.
Carr's Group plc | Annual Report and Accounts 2024
162
NOTES TO THE FINANCIAL STATEMENTS CONTINUED
6 Staff costs
The tables below include Executive and Non-Executive Directors.
| 2024 | 2023 | |
| £’000 | £’000 | |
Wages and salaries
|
33,323
|
35,018
|
Social security costs
|
3,633
|
3,736
|
Pension costs
|
1,582
|
1,818
|
Staff costs before share-based payments
|
38,538
|
40,572
|
Share-based payments
|
358
|
(92)
|
38,896 |
40,480
|
The above table excludes amounts recognised in the income statement in respect of the defined benefit pension scheme which
is closed to future accrual. During the year a charge of £477,000 (2023: £166,000) has been recognised in respect of administrative
expenses of which £284,000 (2023: £nil) has been included as an adjusting item (note 5). In addition a charge of £2,900,000 (2023:
£nil) has been recognised as a past service cost in the income statement within administrative expenses and as an adjusting item
(note 5). Further details can be found in note 28.
The average monthly number of employees during the year was made up as follows:
| 2024 | 2023 | |
| Number | Number | |
Sales, office and management
|
269
|
679
|
Manufacture and distribution
|
375
|
530
|
1,209
|
Key management of the Group and the parent Company are considered to be the Directors.
The following amounts are disclosed in accordance with Schedule 5 of the Large and Medium-Sized Companies and Groups
(Accounts and Reports) Regulations 2008.
| 2024 | 2023 | |
| £’000 | £’000 | |
|
Aggregate Directors’ remuneration
1
|
1,293
|
913
|
Aggregate social security costs
|
184
|
114
|
|
Aggregate pension contributions
2
|
28
|
12
|
1,505
|
1,039
|
1. Salary (after salary sacrifice of pension), fees, bonuses, pay in lieu of pension, pay in lieu of notice and benefits in kind. Includes bonuses based on
amounts accrued at the year end.
2. Cash contributions paid in the year into the defined contribution pension scheme.
The number of Directors in the defined contribution pension scheme during the year was one (2023: two).
Further details of the Directors’ emoluments, pension benefits and share options are given in the Remuneration Committee Report
on pages 96 to 119 (inclusive).
Carr's Group plc | Annual Report and Accounts 2024
Overview Strategic Report Corporate Governance Financial Statements
163
2024
|
2023 (restated)
|
|||
| Continuing | Discontinued | Continuing | Discontinued | |
| operations | operations | operations | operations | |
| £’000 | £’000 | £’000 | £’000 | |
| Finance income | ||||
Bank interest
|
651
|
96
|
494
|
58
|
| Net interest on the net defined benefit retirement asset | ||||
(note 28)
|
280
|
–
|
312
|
–
|
Other interest
|
82
|
6
|
8
|
4
|
Total finance income
|
1,013
|
102
|
814
|
62
|
| Finance costs | ||||
Interest payable on bank overdrafts
|
(223)
|
(447)
|
(217)
|
(332)
|
Interest payable on bank loans and other borrowings
|
(425)
|
(26)
|
(466)
|
(178)
|
Interest payable on leases
|
(33)
|
(229)
|
(32)
|
(223)
|
Other interest
|
–
|
(63)
|
–
|
(58)
|
Total finance costs
|
(681)
|
(765)
|
(715)
|
(791) |
8 Taxation
(a) Analysis of the (credit)/charge in the year
2024
|
2023 (restated)
|
|||
| Continuing | Discontinued | Continuing | Discontinued | |
| operations | operations | operations | operations | |
| £’000 | £’000 | £’000 | £’000 | |
| Current tax: | ||||
| UK corporation tax | ||||
Current year
|
(288)
|
263
|
(629)
|
286
|
Adjustment in respect of prior years
|
(71)
|
30
|
(172)
|
188
|
| Foreign tax | ||||
Current year
|
397
|
1,028
|
498
|
286
|
Adjustment in respect of prior years
|
11
|
(13)
|
(23)
|
(308)
|
Group current tax
|
49
|
1,308
|
(326)
|
452
|
| Deferred tax: | ||||
| Origination and reversal of timing differences | ||||
Current year
|
(2,083)
|
384
|
51
|
120
|
Adjustment in respect of prior years
|
60
|
(88)
|
347
|
86
|
Group deferred tax (note 20)
|
(2,023)
|
296
|
398
|
206
|
Tax (credit)/charge for the year
|
(1,974)
|
1,604
|
72
|
658
|
Deferred tax recognised in equity is disclosed in note 20.
Carr's Group plc | Annual Report and Accounts 2024
164
NOTES TO THE FINANCIAL STATEMENTS CONTINUED
8 Taxation continued
(b) Factors affecting tax (credit)/charge for the year
The tax assessed for the year from continuing operations is lower (2023: higher) than the rate of corporation tax in the UK of 25.0%
(2023: 21.5%). The differences are explained below:
2024
|
2023 (restated)
|
|||
| Continuing | Discontinued | Continuing | Discontinued | |
| operations | operations | operations | operations | |
| £’000 | £’000 | £’000 | £’000 | |
(Loss)/profit before taxation
|
(6,463)
|
373
|
(772)
|
741
|
Tax at 25.0% (2023: 21.5%)
|
(1,616)
|
93
|
(166)
|
159
|
| Effects of: | ||||
Tax effect of share of results of associate and joint ventures
|
(344)
|
–
|
(310)
|
(100)
|
| Tax effect of expenses that are not allowable in determining | ||||
taxable profit
|
270
|
1,368
|
583
|
587
|
Tax effect of non-taxable income
|
(362)
|
(81)
|
(276)
|
(142)
|
Effects of different tax rates of foreign subsidiaries
|
(42)
|
111
|
(41)
|
48
|
Effects of deferred tax rates
|
–
|
(24)
|
(21)
|
(13)
|
Unrecognised deferred tax on losses
|
78
|
208
|
151
|
153
|
Withholding taxes suffered
|
42
|
–
|
–
|
–
|
Adjustment in respect of prior years
|
–
|
(71)
|
152
|
(34)
|
Total tax (credit)/charge for the year
|
(1,974)
|
1,604
|
72
|
658
|
The tax effect of expenses that are not allowable in determining taxable profit includes share-based payments, depreciation of
non-qualifying assets, disregarded foreign exchange net loss movements, other expenses disallowable for corporation tax, and
in respect of discontinued operations it includes the loss recognised on the measurement to fair value less costs to sell of the
disposal groups (notes 5 and 9). In the prior year it also includes goodwill impairment (notes 5 and 12).
The tax effect of non-taxable income includes the effect of income within the patent box regime, disregarded foreign exchange net
gain movements, and in respect of the prior year the 30% benefit of the super deduction for capital allowances.
Carr's Group plc | Annual Report and Accounts 2024
Overview Strategic Report Corporate Governance Financial Statements
165
| 2023 | ||
| 2024 | (restated) | |
| £’000 | £’000 | |
Revenue
|
72,318
|
115,522
|
Expenses
|
(66,893)
|
(115,250)
|
5,425
|
272
|
|
Share of post-tax results of associate
|
–
|
378
|
Share of post-tax results of joint venture
|
–
|
88
|
Profit before taxation of discontinued operations
|
5,425
|
738
|
Taxation (note 8)
|
(1,668)
|
(658)
|
Profit after taxation of discontinued operations
|
3,757
|
80
|
Pre-taxation (loss)/gain recognised on the measurement to fair value less costs to sell
|
(5,052)
|
3
|
Taxation (note 8)
|
64
|
–
|
After taxation (loss)/gain recognised on the measurement to fair value less costs to sell
|
(4,988)
|
3
|
(Loss)/profit for the year from discontinued operations
|
(1,231)
|
83
|
Carr's Group plc | Annual Report and Accounts 2024
166
NOTES TO THE FINANCIAL STATEMENTS CONTINUED
9 Discontinued operations and non-current assets held for sale continued
| Total | |
| Group | £’000 |
| Assets | |
Goodwill
|
16,682
|
Other intangible assets
|
2,726
|
Property, plant and equipment
|
19,209
|
Right-of-use assets
|
8,835
|
Investment property
|
2,229
|
Non-current receivables
|
20
|
Deferred tax asset
|
357
|
Inventories
|
11,203
|
Contract assets
|
9,220
|
Trade and other receivables
|
12,906
|
Current tax assets
|
2,194
|
Cash and cash equivalents
|
4,802
|
Impairment under value in use methodology
|
(3,159)
|
Loss on fair value measurement less costs to sell
|
(1,561)
|
Total assets
|
85,663
|
| Liabilities | |
Borrowings
|
(8,326)
|
Leases
|
(8,105)
|
Contract liabilities
|
(4,999)
|
Trade and other payables
|
(6,974)
|
Current tax liabilities
|
(381)
|
Deferred tax liabilities
|
(2,961)
|
Other non-current liabilities
|
(2)
|
Total liabilities
|
(31,748)
|
Net assets
|
53,915
|
| Total | |
| Company | £’000 |
| Assets | |
Investment in subsidiary undertakings
|
12,908
|
Total
|
12,908
|
Carr's Group plc | Annual Report and Accounts 2024
Overview Strategic Report Corporate Governance Financial Statements
167
10 Dividends
| 2024 | 2023 | |
| Equity | £’000 | £’000 |
Second interim paid for the year ended 2 September 2023 of 1.175p per 2.5p share (2022: 1.175p)
|
1,105
|
1,104
|
Final dividend for the year ended 2 September 2023 of 2.85p per 2.5p share (2022: 2.85p)
|
2,683
|
2,680
|
First interim paid for the year ended 31 August 2024 of 2.35p per 2.5p share (2023: £1.175p)
|
2,218
|
1,105
|
6,006
|
4,889
|
The increased interim dividend paid in June 2024 reflected the updated policy of a single interim dividend and a final dividend
rather than two interims and a final dividend. Therefore since the year end there have been no further dividends paid.
The proposed final dividend for the year ended 31 August 2024 to be considered by shareholders at the Annual General Meeting is
£2,691,436 being 2.85 p per share, making a total for the year of 5.2p (2023: 5.2p). Shares held in treasury do not carry entitlement to
a dividend. The financial statements do not reflect this proposed final dividend as payable.
11 Earnings per ordinary share
Earnings per share are calculated by reference to a weighted average of 94,284,735 shares (2023: 94,058,319) in issue during the year.
Adjusting items disclosed in note 5 that are charged or credited to profit do not relate to the underlying profitability of the Group.
The Board believes adjusted profit before these items provides a useful measure of business performance. Therefore an adjusted
earnings per share is presented as follows:
2024
|
2023 (restated)
|
|||
| Earnings | Earnings | |||
| Earnings | per share | Earnings | per share | |
| £’000 | pence | £’000 | pence | |
| Continuing operations | ||||
Loss per share – basic
|
(4,489)
|
(4.8)
|
(844)
|
(1.0)
|
| Adjusting items: | ||||
Amortisation of acquired intangible assets
|
89
|
0.1
|
488
|
0.5
|
Restructuring/closure costs
|
2,132
|
2.3
|
607
|
0.6
|
Loss on fair value measurement less costs to sell
|
720
|
0.8
|
–
|
–
|
Cloud configuration and customisation costs
|
813
|
0.8
|
602
|
0.6
|
Costs related to pension scheme buy-in
|
284
|
0.3
|
–
|
–
|
Pension past service costs
|
2,900
|
3.1
|
–
|
–
|
Profit on disposal of investment property
|
(154)
|
(0.2)
|
–
|
–
|
Goodwill and other intangible assets impairment
|
210
|
0.2
|
2,019
|
2.2
|
Property, plant and equipment and right-of-use assets impairment
|
1,969
|
2.1
|
–
|
–
|
Taxation effect of the above
|
(2,013)
|
(2.1)
|
(448)
|
(0.4)
|
Earnings per share – adjusted
|
2,461
|
2.6
|
2,424
|
2.5
|
| Discontinued operations | ||||
(Loss)/earnings per share – basic
|
(1,231)
|
(1.3)
|
618
|
0.7
|
| Adjusting items: | ||||
Amortisation of acquired intangible assets
|
446
|
0.5
|
459
|
0.5
|
|
Loss/(profit) on fair value measurement less costs to sell and
impairment of disposal group assets
|
5,217
|
5.5
|
(3)
|
–
|
Goodwill impairment
|
–
|
–
|
1,824
|
1.9
|
Taxation effect of the above
|
(211)
|
(0.2)
|
(111)
|
(0.1)
|
Earnings per share – adjusted
|
4,221
|
4.5
|
2,787
|
3.0
|
Total (basic)
|
(5,720)
|
(6.1)
|
(226)
|
(0.3)
|
Total (adjusted)
|
6,682
|
7.1
|
5,211
|
5.5
|
Carr's Group plc | Annual Report and Accounts 2024
168
NOTES TO THE FINANCIAL STATEMENTS CONTINUED
11 Earnings per ordinary share continued
For diluted earnings per share, the weighted average number of Ordinary Shares in issue is adjusted to assume conversion of all
dilutive potential Ordinary Shares. The potentially dilutive Ordinary Shares, where the exercise price is less than the average market
price of the Company’s Ordinary Shares during the year, are disclosed in note 30.
In accordance with IAS 33 'Earnings per Share' potential ordinary shares shall be treated as dilutive when, and only when, their
conversion to ordinary shares would decrease earnings per share or increase loss per share from continuing operations.
In both the current and prior year continuing operations is loss-making and conversion of potential ordinary shares to ordinary
shares would decrease the loss per share. Therefore, these potential ordinary shares have been determined to be antidilutive
and have been excluded from the calculation of diluted earnings per share.
2024
|
2023 (restated)
|
|||||
| Weighted | Earnings | Weighted | Earnings | |||
| Earnings | average number | per share | Earnings | average number | per share | |
| £’000 | of shares | pence | £’000 | of shares | pence | |
| Continuing operations | ||||||
Loss per share
|
(4,489) |
94,284,735
|
(4.8)
|
(844) |
94,058,319
|
(1.0)
|
| Effect of dilutive securities: | ||||||
Share Save Scheme
|
–
|
–
|
–
|
–
|
–
|
–
|
Long Term Incentive Plan
|
–
|
–
|
–
|
–
|
–
|
–
|
Diluted loss per share
|
(4,489) |
94,284,735
|
(4.8)
|
(844) |
94,058,319
|
(1.0)
|
| Discontinued operations | ||||||
(Loss)/earnings per share
|
(1,231) |
94,284,735
|
(1.3)
|
618 |
94,058,319
|
0.7
|
| Effect of dilutive securities: | ||||||
Share Save Scheme
|
–
|
–
|
–
|
–
|
–
|
–
|
Long Term Incentive Plan
|
–
|
–
|
–
|
–
|
–
|
–
|
Diluted (loss)/earnings per share
|
(1,231) |
94,284,735
|
(1.3)
|
618 |
94,058,319
|
0.7
|
Total (diluted)
|
(5,720) |
94,284,735
|
(6.1)
|
(226) |
94,058,319
|
(0.3)
|
2024
|
2023 (restated)
|
|||||
| Adjusted | Weighted | Earnings | Adjusted | Weighted | Earnings | |
| earnings | average number | per share | earnings | average number | per share | |
| £’000 | of shares | pence | £’000 | of shares | pence | |
| Continuing operations | ||||||
Diluted adjusted earnings per share
|
2,461 |
94,284,735
|
2.6
|
2,424 |
94,058,319
|
2.5
|
| Discontinued operations | ||||||
Diluted adjusted earnings per share
|
4,221 |
94,284,735
|
4.5
|
2,787 |
94,058,319
|
3.0
|
Total (diluted adjusted)
|
6,682 |
94,284,735
|
7. 1
|
5,211 |
94,058,319
|
5.5 |
Carr's Group plc | Annual Report and Accounts 2024
Overview Strategic Report Corporate Governance Financial Statements
169
| Group | |||||||
| Know-how, | |||||||
| technology and | Brands, | ||||||
| Customer | development | patents and | Contract | ||||
| Goodwill | relationships | costs | trademarks | backlog | Software | Total | |
| £’000 | £’000 | £’000 | £’000 | £’000 | £’000 | £’000 | |
| Cost | |||||||
At 4 September 2022
|
30,044
|
3,236
|
2,923
|
3,193
|
264
|
847
|
40,507
|
Exchange differences
|
(901)
|
–
|
(15)
|
(147)
|
(23)
|
(9)
|
(1,095)
|
Additions
|
–
|
–
|
164
|
2
|
–
|
23
|
189
|
Transferred to contract assets
|
–
|
–
|
(145)
|
–
|
–
|
–
|
(145)
|
At 2 September 2023
|
29,143
|
3,236
|
2,927
|
3,048
|
241
|
861
|
39,456
|
Exchange differences
|
(419)
|
–
|
(18)
|
(61)
|
(10)
|
(14)
|
(522)
|
Additions
|
–
|
–
|
537
|
10
|
–
|
8
|
555
|
Disposals
|
–
|
–
|
(58)
|
–
|
–
|
–
|
(58)
|
|
Amounts written off
Amounts transferred to property, plant
|
(19)
|
–
|
–
|
–
|
–
|
–
|
(19)
|
and equipment
|
–
|
–
|
(227)
|
–
|
–
|
–
|
(227)
|
Transferred to assets held for sale
|
(24,895)
|
(3,079)
|
(1,162)
|
(1,888)
|
(231)
|
(855)
|
(32,110)
|
At 31 August 2024
|
3,810
|
157
|
1,999
|
1,109
|
–
|
–
|
7,075
|
|
Accumulated amortisation and
impairment
|
|||||||
At 4 September 2022
|
6,435
|
1,549
|
1,785
|
1,451
|
264
|
779
|
12,263
|
Exchange differences
|
(19)
|
–
|
(5)
|
(77)
|
(23)
|
(9)
|
(133)
|
Charge for the year
|
–
|
295
|
440
|
242
|
–
|
27
|
1,004
|
Impairment during the year
|
3,566
|
–
|
–
|
277
|
–
|
–
|
3,843
|
At 2 September 2023
|
9,982
|
1,844
|
2,220
|
1,893
|
241
|
797
|
16,977
|
Exchange differences
|
(27)
|
–
|
(5)
|
(40)
|
(10)
|
(14)
|
(96)
|
Charge for the year
|
–
|
295
|
40
|
229
|
–
|
22
|
586
|
Impairment during the year
|
–
|
63
|
–
|
147
|
–
|
–
|
210
|
Transferred to assets held for sale
|
(8,213)
|
(2,045)
|
(256)
|
(1,152)
|
(231)
|
(805)
|
(12,702)
|
At 31 August 2024
|
1,742
|
157
|
1,999
|
1,077
|
–
|
–
|
4,975
|
| Net book amount | |||||||
At 3 September 2022
|
23,609
|
1,687
|
1,138
|
1,742
|
–
|
68
|
28,244
|
At 2 September 2023
|
19,161
|
1,392
|
707
|
1,155
|
–
|
64
|
22,479
|
At 31 August 2024
|
2,068
|
–
|
–
|
32
|
–
|
–
|
2,100
|
Carr's Group plc | Annual Report and Accounts 2024
170
NOTES TO THE FINANCIAL STATEMENTS CONTINUED
12 Goodwill and other intangible assets continued
| 2024 | 2023 | |
| £’000 | £’000 | |
Carrs Agriculture Ltd – UK feed blocks
|
2,068
|
2,068
|
Animal Feed Supplement, Inc.
|
–
|
20
|
Wälischmiller Engineering GmbH
|
–
|
4,009
|
NuVision Engineering, Inc.
|
–
|
8,654
|
NW Total Engineered Solutions Ltd
|
–
|
4,410
|
2,068
|
19,161
|
Carr's Group plc | Annual Report and Accounts 2024
Overview Strategic Report Corporate Governance Financial Statements
171
12 Goodwill and other intangible assets continued
| Pre-tax | ||||||
| Annual | Pre-tax | discount | ||||
| growth in | discount | rate | Long-term | Cash flows | ||
| Headroom |
EBIT
1
|
rate |
(sensitised)
2
|
growth rate |
(sensitised)
3
|
|
| Year ended 31 August 2024 | £m | % | % | % | % | % |
| Cash-generating unit | ||||||
Carrs Agriculture Ltd – UK feed blocks
|
32.2
|
15.1
|
15.1
|
96.4
|
2.0
|
(85.8)
|
| Pre-tax | |||||||
| Annual | Pre-tax | discount | Long-term | ||||
| growth in | discount | rate | Long-term | growth rate | Cash flows | ||
| Headroom |
EBIT
4
|
rate |
(sensitised)
5
|
growth rate |
(sensitised)
5
|
(sensitised)
6
|
|
| Year ended 2 September 2023 | £m | % | % | % | % | % | % |
| Cash-generating unit | |||||||
NuVision Engineering, Inc.
|
0.5
|
10.2
|
14.44
|
14.99
|
2.0
|
1.3
|
(4.5)
|
NW Total Engineered Solutions Ltd
|
–
|
23.9
|
15.59
|
N/A
7
|
2.0
|
N/A
7
|
N/A
7
|
Wälischmiller Engineering GmbH
|
0.3
|
34.5
|
14.66
|
14.81
|
2.0
|
1.8
|
(1.1)
|
Carrs Agriculture Ltd – UK feed blocks
|
14.1
|
4.8
|
14.94
|
26.09
|
2.0
|
(16.9)
|
(48.4)
|
Animax Ltd
|
–
|
–
|
14.14
|
N /A
7
|
1.0
|
N /A
7
|
N/A
7
|
Carr's Group plc | Annual Report and Accounts 2024
172
NOTES TO THE FINANCIAL STATEMENTS CONTINUED
13 Property, plant and equipment
Group
|
Company
|
|||||
| Assets in the | ||||||
| Land and | Plant and | course of | Plant and | |||
| buildings | equipment | construction | Total | equipment | ||
| £’000 | £’000 | £’000 | £’000 | £’000 | ||
| Cost | ||||||
At 4 September 2022
|
29,802
|
35,968
|
2,245
|
68,015
|
304
|
|
Exchange differences
|
(775)
|
(1,471)
|
(96)
|
(2,342)
|
–
|
|
Additions
|
876
|
1,633
|
643
|
3,152
|
28
|
|
Transfers to investment property
|
(4,080)
|
–
|
–
|
(4,080)
|
–
|
|
Transfers from right-of-use assets
|
–
|
524
|
–
|
524
|
–
|
|
Disposals
|
(1)
|
(308)
|
–
|
(309)
|
–
|
|
Reclassifications
|
144
|
1,707
|
(1,294)
|
557
|
–
|
|
At 2 September 2023
|
25,966
|
38,053
|
1,498
|
65,517
|
332
|
|
Exchange differences
|
(422)
|
(656)
|
(38)
|
(1,116)
|
–
|
|
Additions
|
393
|
1,680
|
2,077
|
4,150
|
8
|
|
Transfers from other intangible assets
|
227
|
–
|
–
|
227
|
–
|
|
Transfers from inventories
|
–
|
35
|
–
|
35
|
–
|
|
Disposals
|
(39)
|
(1,927)
|
(10)
|
(1,976)
|
–
|
|
Reclassifications
|
(3)
|
2,090
|
(2,087)
|
–
|
–
|
|
Transferred to assets held for sale
|
( 17,904) |
(19,306)
|
(408) |
(37, |
61 8)
|
–
|
At 31 August 2024
|
8,218
|
19,969
|
1,032
|
29,219
|
340
|
|
| Accumulated depreciation and impairment | ||||||
At 4 September 2022
|
9,637
|
25,174
|
–
|
34,811
|
216
|
|
Exchange differences
|
(261)
|
(1,057)
|
–
|
(1,318)
|
–
|
|
Charge for the year
|
878
|
2,145
|
–
|
3,023
|
30
|
|
Transfers to investment property
|
(1,447)
|
–
|
–
|
(1,447)
|
–
|
|
Transfers from right-of-use assets
|
–
|
111
|
–
|
111
|
–
|
|
Disposals
|
(1)
|
(169)
|
–
|
(170)
|
–
|
|
Reclassifications
|
–
|
557
|
–
|
557
|
–
|
|
At 2 September 2023
|
8,806
|
26,761
|
–
|
35,567
|
246
|
|
Exchange differences
|
(151)
|
(503)
|
–
|
(654)
|
–
|
|
Charge for the year
|
807
|
2,024
|
–
|
2,831
|
32
|
|
Impairment during the year
|
–
|
1,170
|
736
|
1,906
|
–
|
|
Disposals
|
(4)
|
(1,918)
|
–
|
(1,922)
|
–
|
|
Reclassifications
|
2
|
(2)
|
–
|
–
|
–
|
|
Transferred to assets held for sale
|
(6,500) |
(11,909)
|
–
|
(18,409)
|
–
|
|
At 31 August 2024
|
2,960
|
15,623
|
736
|
19,319
|
278
|
|
| Net book amount | ||||||
At 3 September 2022
|
20,165
|
10,794
|
2,245
|
33,204
|
88
|
|
At 2 September 2023
|
17,160
|
11,292
|
1,498
|
29,950
|
86
|
|
At 31 August 2024
|
5,258
|
4,346
|
296
|
9,900
|
62
|
|
The impairment of £1,906,000 in the year relates to the Animax business which lost its aquaculture contract and continues to face
challenges in its bolus business. The underperformance of the business has resulted in an impairment being recognised against
its non-current assets. This impairment has been recognised within administrative expenses in the consolidated income statement
and has been included as an adjusting item in note 5.
Carr's Group plc | Annual Report and Accounts 2024
Overview Strategic Report Corporate Governance Financial Statements
173
13 Property, plant and equipment continued
Testing for impairment of property and testing for impairment of plant and equipment within the Animax business were undertaken
separately.
The estimated recoverable amount of plant and equipment is below the carrying value of the assets and therefore plant and
equipment has been impaired by £1.9m down to a carrying value of £nil. The estimated recoverable amount of property is in excess
of the carrying value of £1.2m and therefore no impairment has been recognised.
For the purposes of testing plant and equipment the recoverable amount has been determined based on value in use using
estimated future cash flows and discounting those cash flows to their present value. Key assumptions in this calculation are the
levels of future cash flows, particularly in the perpetuity period, and the discount rate. Management estimates discount rates using
pre-tax rates that reflect current market assessments of the time value of money and the risks specific to the cash-generating unit.
Cash flows are estimated using the most recent performance information for the year to August 2025 and forecast information for
the four years to August 2029 based on medium-term business plans. A long-term growth rate of 0% and a pre-tax discount rate of
11.3% has been assumed.
For the purposes of testing property the recoverable amount has been determined based on fair value less costs to sell using
valuations from independent professionally qualified valuers. These valuations have been based on observable market prices (fair
value hierarchy level 2 inputs) for recently sold comparable property.
Transfers from other intangible assets relates to capitalised development expenditure being reclassified as assets to be used as
property, plant and equipment.
Transfers to investment property in the prior year relate to properties leased by companies in the continuing Group to Carrs
Billington Agriculture (Sales) Ltd which were reclassified as investment properties when the company was sold on 26 October 2022.
Transfers from right-of-use assets represent finance leased assets that became owned assets on maturity of the lease term.
Freehold land owned by continuing operations amounting to £0.2m (2023 continuing operations: £0.2m) has not been depreciated.
Depreciation is recognised within the consolidated income statement as shown below:
Group
|
Company
|
|||
| 2023 | ||||
| 2024 | (restated) | 2024 | 2023 | |
| £’000 | £’000 | £’000 | £’000 | |
Cost of sales
|
810
|
1,097
|
–
|
–
|
Administrative expenses
|
454
|
417
|
32
|
30
|
Discontinued operations
|
1,567
|
1,509
|
–
|
–
|
2,831
|
3,023
|
32
|
30 |
Carr's Group plc | Annual Report and Accounts 2024
174
NOTES TO THE FINANCIAL STATEMENTS CONTINUED
Group
|
Company
|
|||
| Land and | Plant, equipment | Plant, equipment | ||
| buildings | and vehicles | Total | and vehicles | |
| Lease assets | £’000 | £’000 | £’000 | £’000 |
| Cost | ||||
At 4 September 2022
|
6,862
|
4,757
|
11,619
|
576
|
Exchange differences
|
(106)
|
(9)
|
(115)
|
–
|
Additions
|
–
|
559
|
559
|
72
|
Modifications
|
294
|
1
|
295
|
–
|
Transfers to property, plant and equipment
|
–
|
(524)
|
(524)
|
–
|
Disposals
|
(157)
|
(203)
|
(360)
|
(38)
|
At 2 September 2023
|
6,893
|
4,581
|
11,474
|
610
|
Exchange differences
|
(50)
|
(12)
|
(62)
|
–
|
Additions
|
3,093
|
375
|
3,468
|
167
|
Modifications
|
–
|
351
|
351
|
–
|
Disposals
|
–
|
(756)
|
(756)
|
(569)
|
Transferred to assets held for sale
|
(9,526)
|
(3,344)
|
(12,870)
|
–
|
At 31 August 2024
|
410
|
1,195
|
1,605
|
208
|
| Accumulated depreciation and impairment | ||||
At 4 September 2022
|
2,139
|
1,257
|
3,396
|
240
|
Exchange differences
|
(91)
|
(4)
|
(95)
|
–
|
Charge for the year
|
703
|
605
|
1,308
|
127
|
Transfers to property, plant and equipment
|
–
|
(111)
|
(111)
|
–
|
Disposals
|
(149)
|
(198)
|
(347)
|
(38)
|
At 2 September 2023
|
2,602
|
1,549
|
4,151
|
329
|
Exchange differences
|
(52)
|
(3)
|
(55)
|
–
|
Charge for the year
|
756
|
555
|
1,311
|
71
|
Impairment during the year
|
–
|
63
|
63
|
–
|
Disposals
|
–
|
(486)
|
(486)
|
(356)
|
Transferred to assets held for sale
|
(3,117)
|
(918)
|
(4,035)
|
–
|
At 31 August 2024
|
189
|
760
|
949
|
44
|
| Net book amount | ||||
At 3 September 2022
|
4,723
|
3,500
|
8,223
|
336
|
At 2 September 2023
|
4,291
|
3,032
|
7,323
|
281
|
At 31 August 2024
|
221
|
435
|
656
|
164
|
Carr's Group plc | Annual Report and Accounts 2024
Overview Strategic Report Corporate Governance Financial Statements
175
14 Right-of-use assets and lease liabilities continued
Group
|
Company
|
|||
| 2024 | 2023 | 2024 | 2023 | |
| Lease liabilities | £’000 | £’000 | £’000 | £’000 |
Current liabilities
|
267
|
1,264
|
49
|
126
|
Non-current liabilities
|
448
|
5,559
|
118
|
167
|
715
|
6,823
|
167
|
293
|
Group
|
Company
|
|||
| 2024 | 2023 | 2024 | 2023 | |
| Lease liabilities | £’000 | £’000 | £’000 | £’000 |
Less than one year
|
291
|
1,446
|
56
|
139
|
One to two years
|
180
|
1,344
|
51
|
126
|
Two to three years
|
114
|
848
|
43
|
29
|
Three to four years
|
73
|
577
|
27
|
7
|
Four to five years
|
48
|
509
|
13
|
–
|
More than five years
|
62
|
4,235
|
–
|
–
|
768
|
8,959
|
190
|
301
|
Continuing Group
|
Company
|
|||
| 2023 | ||||
| 2024 | (restated) | 2024 | 2023 | |
| £’000 | £’000 | £’000 | £’000 | |
Depreciation
|
327
|
387
|
71
|
127
|
Impairment charge
|
63
|
–
|
–
|
–
|
(Profit)/loss on disposal
|
(13)
|
3
|
(20)
|
–
|
Interest expense
|
33
|
32
|
9
|
8
|
410
|
422
|
60
|
135
|
Carr's Group plc | Annual Report and Accounts 2024
176
NOTES TO THE FINANCIAL STATEMENTS CONTINUED
15 Investment property
| Total | |
| Group | £’000 |
| Cost | |
At 4 September 2022
|
155
|
Transfers from property, plant and equipment
|
4,080
|
At 2 September 2023
|
4,235
|
Disposals
|
(65)
|
Transferred to assets held for sale
|
(3,569)
|
At 31 August 2024
|
601
|
| Accumulated depreciation | |
At 4 September 2022
|
81
|
Charge for the year
|
67
|
Transfers from property, plant and equipment
|
1,447
|
At 2 September 2023
|
1,595
|
Charge for the year
|
67
|
Disposals
|
(37)
|
Transferred to assets held for sale
|
(1,340)
|
At 31 August 2024
|
285
|
| Net book amount | |
At 3 September 2022
|
74
|
At 2 September 2023
|
2,640
|
At 31 August 2024
|
316
|
In the prior year transfers from property, plant and equipment of £4,080,000 (cost) and £1,447,000 (accumulated depreciation)
related to properties leased by companies in the continuing Group to Carrs Billington Agriculture (Sales) Ltd which were
reclassified as investment properties when the company was sold on 26 October 2022.
The fair value of investment properties at 31 August 2024 is £1,375,000 (2023: £5,645,000). Investment properties were valued by
independent professionally qualified valuers in April 2022, June 2022 and, for one property held at the prior year end, October 2016.
The Directors are satisfied that there has been no significant change in fair value since that date.
There is no investment property in the Company (2023: none).
Details of income and expenses included within Group operating profit in respect of investment property can be found in note 4.
Carr's Group plc | Annual Report and Accounts 2024
Overview Strategic Report Corporate Governance Financial Statements
177
| Joint | Other | ||
| ventures | investments | Total | |
| Group | £’000 | £’000 | £’000 |
| Cost | |||
At 4 September 2022
|
6,065
|
41
|
6,106
|
Exchange difference
|
(498)
|
(3)
|
(501)
|
Share of post-tax result
|
1,441
|
–
|
1,441
|
Dividend paid by joint ventures
|
(907)
|
–
|
(907)
|
Disposals
|
(2)
|
(2)
|
|
At 2 September 2023
|
6,101
|
36
|
6,137
|
Exchange difference
|
(232)
|
(1)
|
(233)
|
Share of post-tax result
|
1,374
|
–
|
1,374
|
Dividend paid by joint ventures
|
(955)
|
–
|
(955)
|
At 31 August 2024
|
6,288
|
35
|
6,323
|
| Accumulated provision for impairment | |||
At 4 September 2022, at 2 September 2023 and at 31 August 2024
|
–
|
9
|
9
|
| Net book amount | |||
At 3 September 2022
|
6,065
|
32
|
6,097
|
At 2 September 2023
|
6,101
|
27
|
6,128
|
At 31 August 2024
|
6,288
|
26
|
6,314
|
| Shares in | Joint | ||
| subsidiaries | ventures | Total | |
| Company | £’000 | £’000 | £’000 |
| Cost | |||
At 4 September 2022
|
39,012
|
172
|
39,184
|
Capital contribution
|
817
|
–
|
817
|
Share-based payment credit in respect of employees of subsidiary undertakings
|
(203)
|
–
|
(203)
|
At 2 September 2023
|
39,626
|
172
|
39,798
|
Capital contribution
|
186
|
–
|
186
|
Share-based payment charge in respect of employees of subsidiary undertakings
|
73
|
–
|
73
|
Transferred to assets held for sale
|
(16,829)
|
–
|
(16,829)
|
At 31 August 2024
|
23,056
|
172
|
23,228
|
| Accumulated provision for impairment | |||
At 4 September 2022 and at 2 September 2023
|
4,869
|
–
|
4,869
|
Impairment during the year
|
1,593
|
–
|
1,593
|
Transferred to assets held for sale
|
(3,921)
|
–
|
(3,921)
|
At 31 August 2024
|
2,541
|
–
|
2,541
|
| Net book amount | |||
At 3 September 2022
|
34,143
|
172
|
34,315
|
At 2 September 2023
|
34,757
|
172
|
34,929
|
At 31 August 2024
|
20,515
|
172
|
20,687
|
Carr's Group plc | Annual Report and Accounts 2024
178
NOTES TO THE FINANCIAL STATEMENTS CONTINUED
16 Investments continued
| Proportion of | ||||
| shares held | ||||
| Ordinary | Country of | Country of | ||
| Name | % | incorporation | operation
|
Activity
|
Carrs Billington Agriculture (Operations) Ltd
|
49
|
England
|
UK
|
Manufacture of animal feed
|
| 2024 | 2023 | |
| £’000 | £’000 | |
Revenues
|
–
|
23,869
|
Profit after tax
|
–
|
772
|
| Equity interest | ||||
| held | Country of | Country of | ||
| Name | % | incorporation | operation
|
Activity
|
Crystalyx Products GmbH
|
50
|
Germany
1
|
Germany
|
Manufacture of animal feed blocks
|
Gold-Bar Feed Supplements LLC
|
50
|
USA
2
|
USA
|
Manufacture of animal feed blocks
|
ACC Feed Supplement LLC
|
50
|
USA
3
|
USA
|
Manufacture of animal feed blocks
|
Silloth Storage Company Ltd
|
50
|
England
4
|
UK
|
Storage of molasses
|
Carr's Group plc | Annual Report and Accounts 2024
Overview Strategic Report Corporate Governance Financial Statements
179
18 Interest in joint ventures continued
| 2024 | 2023 | |
| £’000 | £’000 | |
Non-current assets
|
5,338
|
4,607
|
Current assets
|
4,342
|
4,372
|
Current liabilities
|
(2,302)
|
(2,756)
|
Non-current liabilities
|
(1,107)
|
(139)
|
Income
|
24,466
|
32,319
|
Expenses
|
(22,830)
|
(30,494)
|
Net finance cost
|
(130)
|
(107)
|
| Ordinary | ||||||
| Company | Shares | |||||
| registration | held | Country of | Country of | |||
| Name |
number
9
|
% | incorporation | operation
|
Activity
|
|
|
Carrs Agriculture Ltd
9
|
00480342
|
100
|
England |
1 | UK
|
Manufacture of animal feed/mineral
|
| blocks and ingredients of animal | ||||||
| feed | ||||||
Animal Feed Supplement, Inc.
|
100
|
USA
2
|
USA
|
Manufacture of animal feed blocks
|
||
Carr’s Supplements (NZ) Ltd
|
100
|
New Zealand
3
|
New Zealand
|
Distributor of animal feed blocks
|
||
Carr’s Engineering Ltd
|
100
|
England
1
|
UK
|
Engineering
|
||
Wälischmiller Engineering GmbH
|
100
|
Germany
4
|
Germany
|
Engineering
|
||
Carr’s Engineering (US), Inc.
|
100
|
USA
5
|
USA
|
Holding company
|
||
NuVision Engineering, Inc.
|
100
|
USA
5
|
USA
|
Engineering
|
||
|
Carrs Properties Ltd
9
|
00088157
|
100
|
England
1
|
UK
|
Property holding
|
|
|
Carr’s International Finance Ltd
9
|
10888476
|
100
|
England
1
|
UK
|
Finance company
|
|
|
Animax Ltd
9
|
01604213
|
100
|
England
6
|
UK
|
Manufacture of animal health
|
|
| products | ||||||
Carr’s Supplements (ROI) Ltd
|
100
|
Ireland
7
|
Ireland
|
Distributor of animal feed blocks
|
||
| and health products | ||||||
|
Afgritech Ltd
9
|
05259304
|
100
|
England |
1 | UK
|
Holding company
|
Afgritech LLC
|
100
|
USA
8
|
USA
|
Producers of ingredients of animal
|
||
|
feed
10
|
||||||
|
NW Total Engineered Solutions Ltd
9
|
02953309
|
100
|
England |
1 | UK
|
Engineering
|
Carr's Group plc | Annual Report and Accounts 2024
180
NOTES TO THE FINANCIAL STATEMENTS CONTINUED
19 Investment in subsidiary undertakings continued
| 2024 | 2023 | |
| Income statement and statement of comprehensive income | £’000 | £’000 |
Revenue
|
–
|
54,270
|
Loss after tax
|
–
|
(1,180)
|
Loss after tax allocated to non-controlling interest
|
–
|
(578)
|
| 2024 | 2023 | |
| Statement of cash flows | £’000 | £’000 |
Cash flows from operating activities
|
–
|
(2,492)
|
Cash flows from investment activities
|
–
|
(487)
|
Cash flows from financing activities
|
–
|
(9,669)
|
Net decrease in cash and cash equivalents
|
–
|
(12,648)
|
Carr's Group plc | Annual Report and Accounts 2024
Overview Strategic Report Corporate Governance Financial Statements
181
| 2024 | 2023 | |
| Group | £’000 | £’000 |
Accelerated tax depreciation
|
(1,130)
|
(3,266)
|
Employee benefits
|
(452)
|
(1,329)
|
Short-term timing differences
|
618
|
135
|
Leases
|
–
|
158
|
Losses
|
1,149
|
483
|
Rolled over capital gains
|
–
|
(602)
|
Net deferred tax
|
185
|
(4,421)
|
| Included in: | ||
Deferred tax assets
|
208
|
26
|
Deferred tax liabilities
|
(23)
|
(4,447)
|
Net deferred tax
|
185
|
(4,421)
|
| Recognised | |||||||
| Recognised | in other | ||||||
| At 3 September | Exchange | in income | comprehensive | Recognised in | Transferred to | At 31 August | |
| 2023 | differences | statement | income | equity | disposal group | 2024 | |
| £’000 | £’000 | £’000 | £’000 | £’000 | £'000 | £’000 | |
Accelerated tax depreciation
|
(3,266)
|
20
|
308
|
–
|
–
|
1,808
|
(1,130)
|
Employee benefits
|
(1,329)
|
–
|
774
|
103
|
–
|
–
|
(452)
|
Short-term timing differences
|
135
|
(40)
|
(1)
|
178
|
14
|
332
|
618
|
Leases
|
158
|
–
|
(4)
|
–
|
–
|
(154)
|
–
|
Losses
|
483
|
–
|
666
|
–
|
–
|
–
|
1,149
|
Rolled over capital gains
|
(602)
|
–
|
(16)
|
–
|
–
|
618
|
–
|
(4,421)
|
(20)
|
1,727
|
281
|
14
|
2,604
|
185
|
| Recognised | |||||||
| Recognised | in other | Included in | |||||
| At 4 September | Exchange | in income | comprehensive | Recognised in | discontinued | At 2 September | |
| 2022 | differences | statement | income | equity | operations | 2023 | |
| £’000 | £’000 | £’000 | £’000 | £’000 | £’000 | £’000 | |
Accelerated tax depreciation
|
(3,676)
|
80
|
330
|
–
|
–
|
–
|
(3,266)
|
Employee benefits
|
(1,707)
|
–
|
(137)
|
515
|
–
|
–
|
(1,329)
|
Short-term timing differences
|
490
|
(70)
|
(874)
|
341
|
(4)
|
252
|
135
|
Leases
|
162
|
–
|
(4)
|
–
|
–
|
–
|
158
|
Losses
|
498
|
–
|
(15)
|
–
|
–
|
–
|
483
|
Rolled over capital gains
|
(602)
|
–
|
–
|
–
|
–
|
–
|
(602)
|
(4,835)
|
10
|
(700)
|
856
|
(4)
|
252
|
(4,421)
|
Carr's Group plc | Annual Report and Accounts 2024
182
NOTES TO THE FINANCIAL STATEMENTS CONTINUED
20 Deferred tax assets and liabilities continued
| 2024 | 2023 | |
| Company | £’000 | £’000 |
Accelerated tax depreciation
|
17
|
17
|
Employee benefits
|
(452)
|
(1,329)
|
Short-term timing differences
|
52
|
42
|
Losses
|
1,104
|
415
|
Net deferred tax
|
721
|
(855)
|
| Included in: | ||
Deferred tax assets
|
721
|
–
|
Deferred tax liabilities
|
–
|
(855)
|
Net deferred tax
|
721
|
(855)
|
| Recognised | ||||||
| Recognised | in other | |||||
| At 3 September | in income | comprehensive | Recognised | At 31 August
|
||
| 2023 | statement | income |
in equity
2024
|
|||
| £’000 | £’000 | £’000 | £’000
|
£’000 | ||
Accelerated tax depreciation
|
17
|
–
|
–
|
–
|
17
|
|
Employee benefits
|
(1,329)
|
774
|
103
|
–
|
(452)
|
|
Short-term timing differences
|
42
|
(2)
|
–
|
12
|
52
|
|
Losses
|
415
|
689
|
–
|
–
|
1,104
|
|
(855)
|
1,461
|
103
|
12
|
721
|
||
| Recognised | ||||||
| Recognised | in other | |||||
| At 4 September | in income | comprehensive | Recognised | At 2 September
|
||
| 2022 | statement | income |
in equity
2023
|
|||
| £’000 | £’000 | £’000 | £’000
|
£’000 | ||
Accelerated tax depreciation
|
20
|
(3)
|
–
|
–
|
17
|
|
Employee benefits
|
(1,707)
|
(137)
|
515
|
–
|
(1,329)
|
|
Short-term timing differences
|
104
|
(58)
|
–
|
(4)
|
42
|
|
Losses
|
402
|
13
|
–
|
–
|
415
|
|
(1,181)
|
(185)
|
515
|
(4)
|
(855)
|
||
Carr's Group plc | Annual Report and Accounts 2024
Overview Strategic Report Corporate Governance Financial Statements
183
21 Inventories
| 2024 | 2023 | ||
| Group | £’000 | £’000 | |
Raw materials and consumables
|
5,825
|
16,664
|
|
Work in progress
|
49
|
2,055
|
|
Finished goods and goods for resale
|
6,188
|
7,89 |
4
|
12,062
|
26,613
|
Inventories are stated after a provision for impairment of £207,000 (2023: £646,000). The amount recognised as an expense in the
year in respect of the write-down of inventories is £42,000 (2023 continuing operations restated: £9,000). The amount recognised as
a credit in the year in respect of reversals of write-downs of inventories is £30,000 (2023 continuing operations restated: £152,000)
and the amount utilised in the year was £nil (2023 continuing operations: £80,000).
The cost of inventories recognised as an expense and included in cost of sales is £60,773,000 (2023 continuing operations restated:
£67,016,000).
The Company has no inventories (2023: none).
22 Contract balances
The timing of revenue recognition, billings and cash collection results in trade receivables (billed amounts), contract assets
(unbilled amounts) and customer advances and deposits (contract liabilities) on the Group’s balance sheet. For services in
which revenue is earned over time, amounts are billed in accordance with contractual terms, either at periodic intervals or upon
achievement of contractual milestones. The timing of revenue recognition is measured in accordance with the progress of delivery
on a contract which could either be in advance or in arrears of billing, resulting in either a contract asset or a contract liability.
| 2024 | 2023 | |
| Contract assets | £’000 | £’000 |
At the beginning of the year
|
7,9 1 5
|
7,8 8 0
|
Exchange differences
|
(73)
|
(138)
|
Transfers from contract assets recognised at the beginning of the year to receivables
|
(6,882)
|
(6,335)
|
Increase related to services provided in the year
|
8,260
|
6,508
|
Transferred to assets held for sale
|
(9,220)
|
–
|
At the end of the year
|
–
|
7,9 1 5
|
| 2024 | 2023 | |
| Contract liabilities | £’000 | £’000 |
At the beginning of the year
|
5,194
|
2,426
|
Exchange differences
|
(64)
|
(95)
|
Revenue recognised against contract liabilities at the beginning of the year
|
(4,158)
|
(2,372)
|
Increase due to cash received, excluding any amounts recognised as revenue during the year
|
4,027
|
5,235
|
Transferred to liabilities held for sale
|
(4,999)
|
–
|
At the end of the year
|
–
|
5,194
|
The Group has assessed expected credit losses and the loss allowance for contract balances as immaterial. The Company has no
contract assets or contract liabilities (2023: none).
Carr's Group plc | Annual Report and Accounts 2024
184
NOTES TO THE FINANCIAL STATEMENTS CONTINUED
Group
|
Company
|
||||
| 2023 | 2023 | ||||
| 2024 |
(restated)
1
|
2024 |
(restated)
2
|
||
| £’000 | £’000 | £’000 | £’000 | ||
| Current: | |||||
Trade receivables
|
6,075
|
17,38
|
5
|
209
|
895
|
Less: provision for impairment of trade receivables
|
(82)
|
(290)
|
–
|
–
|
|
Trade receivables – net
|
5,993
|
1 7,095
|
209
|
895
|
|
Amounts owed by Group undertakings (note 35)
|
–
|
–
|
4,303
|
3,959
|
|
Amounts owed by other related parties (note 35)
|
204
|
15
|
–
|
2
|
|
Other taxes and social security receivable
|
572
|
741
|
–
|
–
|
|
Return assets
|
1,885
|
2,302
|
–
|
–
|
|
Other receivables
|
939
|
4,538
|
774
|
4,355
|
|
Prepayments
|
759
|
2,203
|
193
|
394
|
|
10,352
|
26,894
|
5,479
|
9,605
|
||
| Non-current: | |||||
Amounts owed by Group undertakings (note 35)
|
–
|
–
|
32,389
|
32,797
|
|
Other receivables
|
–
|
21
|
–
|
–
|
|
–
|
21
|
32,389
|
32,797
|
2024
|
2023
|
|||
| Gross | Impairment | Gross | Impairment | |
| Group | £’000 | £’000 | £’000 | £’000 |
| The ageing of trade receivables is as follows: | ||||
Not past due
|
4,785
|
–
|
13,249
|
(57)
|
Past due 1 – 30 days
|
363
|
–
|
2,065
|
–
|
Past due 31 – 60 days
|
(26)
|
–
|
677
|
–
|
Past due 61 – 90 days
|
267
|
–
|
324
|
(15)
|
Past due 91 – 120 days
|
25
|
–
|
522
|
(8)
|
Past 121 days
|
661
|
(82)
|
548
|
(210)
|
6,075
|
(82)
|
1 7, 3 85
|
(290)
|
Carr's Group plc | Annual Report and Accounts 2024
Overview Strategic Report Corporate Governance Financial Statements
185
23 Trade and other receivables continued
2024
|
2023
|
|||
| Gross | Impairment | Gross | Impairment | |
| Company | £’000 | £’000 | £’000 | £’000 |
| The ageing of trade receivables is as follows: | ||||
Not past due
|
10
|
–
|
317
|
–
|
Past due 1 – 30 days
|
8
|
–
|
67
|
–
|
Past due 31 – 60 days
|
1
|
–
|
52
|
–
|
Past due 61 – 90 days
|
1
|
–
|
75
|
–
|
Past due 91 – 120 days
|
3
|
–
|
384
|
–
|
Past 121 days
|
186
|
–
|
–
|
–
|
209
|
–
|
895
|
–
|
Group
|
Company
|
|||
| 2024 | 2023 | 2024 | 2023 | |
| £’000 | £’000 | £’000 | £’000 | |
|
The carrying value of trade receivables is denominated in
the following currencies:
|
||||
Sterling
|
3,755
|
12,329
|
209
|
895
|
US Dollar
|
1,146
|
2,303
|
–
|
–
|
Euro
|
334
|
1,669
|
–
|
–
|
New Zealand Dollar
|
758
|
794
|
–
|
–
|
5,993
|
17,095
|
209
|
895 |
Carr's Group plc | Annual Report and Accounts 2024
186
NOTES TO THE FINANCIAL STATEMENTS CONTINUED
24 Cash and cash equivalents and bank overdrafts
Group
|
Company
|
||||
| 2024 | 2023 | 2024 | 2023 | ||
| £’000 | £’000 | £’000 | £’000 | ||
Cash and cash equivalents per the balance sheet
|
13,714
|
23,123
|
7,607
|
13,443
|
|
|
Cash and cash equivalents of disposal groups classified as assets held for
sale (note 9)
|
4,802
|
–
|
–
|
–
|
|
Bank overdrafts (note 26)
|
(2,670) |
(12,354)
|
–
|
–
|
|
Bank overdrafts of disposal groups classified as liabilities held for sale
|
( 7,91 |
6)
|
–
|
–
|
–
|
Cash and cash equivalents per the statement of cash flows
|
7,930
|
10,769
|
7,607
|
13,443 |
|
Group
|
Company
|
|||
| 2023 | ||||
| 2024 |
(restated)
1
|
2024 | 2023 | |
| £’000 | £’000 | £’000 | £’000 | |
| Current: | ||||
Trade payables
|
4,727
|
8,232
|
335
|
588
|
Amounts owed to Group undertakings (note 35)
|
–
|
–
|
914
|
809
|
Amounts owed to other related parties (note 35)
|
20
|
44
|
–
|
–
|
Other taxes and social security payable
|
676
|
2,036
|
561
|
877
|
Other payables
|
2,155
|
3,392
|
167
|
170
|
Accruals
|
3,076
|
4,802
|
1,404
|
948
|
Deferred income
|
53
|
352
|
–
|
–
|
10,707
|
18,858
|
3,381
|
3,392
|
|
| Non-current: | ||||
Deferred income
|
–
|
71
|
–
|
–
|
–
|
71
|
–
|
–
|
Group
|
Company
|
|||
| 2024 | 2023 | 2024 | 2023 | |
| £’000 | £’000 | £’000 | £’000 | |
At the beginning of the year
|
23
|
28
|
–
|
–
|
Amortisation in the year
|
(16)
|
(5)
|
–
|
–
|
Transferred to liabilities held for sale
|
(7)
|
–
|
–
|
–
|
At the end of the year
|
–
|
23
|
–
|
–
|
| Included within: | ||||
Current liabilities
|
–
|
5
|
–
|
–
|
Non-current liabilities
|
–
|
18
|
–
|
–
|
–
|
23
|
–
|
– |
Carr's Group plc | Annual Report and Accounts 2024
Overview Strategic Report Corporate Governance Financial Statements
187
26 Borrowings
Group
|
Company
|
|||
| 2024 | 2023 | 2024 | 2023 | |
| £’000 | £’000 | £’000 | £’000 | |
| Current: | ||||
Bank overdrafts
|
2,670
|
12,354
|
–
|
–
|
Bank loans
|
94
|
1,360
|
–
|
–
|
Loans from Group undertakings (note 35)
|
–
|
–
|
1,580
|
2,125
|
2,764
|
13,714
|
1,580
|
2,125
|
|
| Non-current: | ||||
Bank loans and other borrowings
|
2,913
|
5,206
|
2,913
|
4,697
|
2,913
|
5,206
|
2,913
|
4,697
|
|
| Borrowings are repayable as follows: | ||||
On demand or within one year
|
2,764
|
13,714
|
1,580
|
2,125
|
In the second year
|
–
|
5,206
|
–
|
4,697
|
In the third to fifth years inclusive
|
2,913
|
–
|
2,913
|
–
|
5,677
|
18,920
|
4,493
|
6,822
|
Group and Company borrowings are shown in the balance sheet net of arrangement fees of £88,000 (2023: £44,000) of which £nil
(2023: £nil) is deducted from current liabilities and £88,000 (2023: £44,000) is deducted from non-current liabilities.
Group
|
Company
|
|||
| 2024 | 2023 | 2024 | 2023 | |
| £’000 | £’000 | £’000 | £’000 | |
| The net borrowings are: | ||||
Borrowings as above
|
5,677
|
18,920
|
4,493
|
6,822
|
Cash and cash equivalents
|
(13,714) |
(23,123)
|
(7,607 ) |
(13,443)
|
Net cash
|
(8,037)
|
(4,203)
|
(3,114)
|
(6,621)
|
The Company, together with certain subsidiaries, acts as guarantor on the bank loans.
Interest-bearing loans from Group undertakings within current borrowings carry interest at 4.50%.
Bank loans are repayable by instalments and the overdraft is repayable on demand.
Non-current bank loans and other borrowings includes a drawn down revolving credit facility of £3.0m (2023: £4.7m) which is
repayable in December 2026. At the year end the Group had £23.6m of undrawn revolving credit facilities (2023: £21.9m).
Carr's Group plc | Annual Report and Accounts 2024
188
NOTES TO THE FINANCIAL STATEMENTS CONTINUED
27 Derivatives and other financial instruments
The Group’s activities expose it to a variety of financial risks. The Board reviews and agrees policies for managing its risk.
These policies have remained unchanged throughout the year.
2024
|
2023
|
|||||||||
| US | NZ | US | NZ | |||||||
| Sterling | Dollar | Euro | Dollar | Total | Sterling | Dollar | Euro | Dollar | Total | |
| Group | £’000 | £’000 | £’000 | £’000 | £’000 | £’000 | £’000 | £’000 | £’000 | £’000 |
| Assets | ||||||||||
|
Current trade and other
receivables
|
–
|
53
|
217
|
–
|
270
|
33
|
1
|
20
|
–
|
54
|
Cash and cash equivalents
|
137
|
569
|
490
|
3
|
1,199
|
601
|
1,110
|
798
|
3
|
2,512
|
137
|
622
|
707
|
3
|
1,469
|
634
|
1,111
|
818
|
3
|
2,566
|
|
| Liabilities | ||||||||||
Current derivatives
|
–
|
–
|
–
|
–
|
–
|
–
|
4
|
–
|
–
|
4
|
|
Current trade and other
payables
|
–
|
7
|
12
|
10
|
29
|
1
|
(11)
|
55
|
17
|
62
|
–
|
7
|
12
|
10
|
29
|
1
|
(7)
|
55
|
17
|
66
|
2024
|
2023
|
|||||
| US Dollar | Euro | Total | US Dollar | Euro | Total | |
| Company | £’000 | £’000 | £’000 | £’000 | £’000 | £’000 |
| Assets | ||||||
Non-current receivables
|
15,175
|
5,909
|
21,084
|
15,776
|
6,009
|
21,785
|
Current trade and other receivables
|
1,404
|
70
|
1,474
|
1,160
|
9
|
1,169
|
Cash and cash equivalents
|
348
|
9
|
357
|
740
|
535
|
1,275
|
16,927
|
5,988
|
22,915
|
1 7,676
|
6,553
|
24,229
|
|
| Liabilities | ||||||
Current borrowings
|
228
|
1,353
|
1,581
|
237
|
1,889
|
2,126
|
228
|
1,353
|
1,581
|
237
|
1,889
|
2,126
|
Carr's Group plc | Annual Report and Accounts 2024
Overview Strategic Report Corporate Governance Financial Statements
189
27 Derivatives and other financial instruments continued
2024
|
2023 (restated)
|
|||
| 10% | 10% | 10% | 10% | |
| weakening | strengthening | weakening | strengthening | |
| Continuing operations | £’000 | £’000 | £’000 | £’000 |
Impact on loss after taxation
|
(122)
|
100
|
(160)
|
133
|
Impact on total equity
|
(122)
|
100
|
(160)
|
133
|
2024
|
2023
|
|||
| Weighted | Weighted | |||
| average | average | |||
| effective | effective | |||
| interest rate | interest rate | |||
| Group borrowings | %
|
£’000
|
%
|
£’000
|
Bank overdrafts
|
6.70
|
2,670
|
6.98
|
12,354
|
Bank loans and other borrowings
|
6.70
|
3,007
|
6.56
|
6,566
|
5,677
|
18,920
|
|||
Fixed rate
|
–
|
834
|
||
Floating rate
|
5,677
|
18,086
|
||
5,677
|
18,920
|
2024
|
2023
|
|||
| Weighted | Weighted | |||
| average | average | |||
| effective | effective | |||
| interest rate | interest rate | |||
| Company borrowings | %
|
£’000
|
%
|
£’000
|
Bank loans
|
6.67
|
2,913
|
6.92
|
4,697
|
Loans from Group undertakings
|
3.85
|
1,580
|
4.00
|
2,125
|
4,493
|
6,822
|
|||
Fixed rate
|
1,352
|
–
|
||
Floating rate
|
2,913
|
6,585
|
||
Interest-free
|
228
|
237
|
||
4,493
|
6,822
|
Carr's Group plc | Annual Report and Accounts 2024
190
NOTES TO THE FINANCIAL STATEMENTS CONTINUED
27 Derivatives and other financial instruments continued
2024
|
2023 (restated)
|
|||
| 1% decrease | 1% increase | 1% decrease | 1% increase | |
| Continuing operations | £’000 | £’000 | £’000 | £’000 |
Impact on profit after taxation
|
110
|
(110)
|
112
|
(112)
|
Impact on total equity
|
110
|
(110)
|
112
|
(112)
|
2024
|
2023
|
|||||||
| Within | One to | Two to | Within | One to | Two to | |||
| Total | one year | two years | five years | Total | one year | two years | five years | |
| Group | £’000 | £’000 | £’000 | £’000 | £’000 | £’000 | £’000 | £’000 |
Bank overdrafts
|
2,670
|
2,670
|
–
|
–
|
12,354
|
12,354
|
–
|
–
|
|
Bank loans and other
borrowings
|
3,562
|
295
|
200
|
3,067
|
7,070
|
1,719
|
5,351
|
–
|
Derivatives
|
–
|
–
|
–
|
–
|
4
|
4
|
–
|
–
|
Trade and other payables
|
9,978
|
9,978
|
–
|
–
|
16,470
|
16,470
|
–
|
–
|
16,210
|
12,943
|
200
|
3,067
|
35,898
|
30,547
|
5,351
|
–
|
2024
|
2023
|
|||||||
| Within | One to | Two to | Within | One to | Two to | |||
| Total | one year | two years | five years | Total | one year | two years | five years | |
| Company | £’000 | £’000 | £’000 | £’000 | £’000 | £’000 | £’000 | £’000 |
Bank loans
|
3,467
|
200
|
200
|
3,067
|
5,179
|
328
|
4,851
|
–
|
| Loans from Group | ||||||||
undertakings
|
1,580
|
1,580
|
–
|
–
|
2,125
|
2,125
|
–
|
–
|
Trade and other payables
|
2,820
|
2,820
|
–
|
–
|
2,515
|
2,515
|
–
|
–
|
7,867
|
4,600
|
200
|
3,067
|
9,819
|
4,968
|
4,851
|
–
|
Carr's Group plc | Annual Report and Accounts 2024
Overview Strategic Report Corporate Governance Financial Statements
191
27 Derivatives and other financial instruments continued
| 2024 | 2023 | |
| Floating rate | Floating rate | |
| £’000 | £’000 | |
Expiring in one year or less
|
10,119
|
6,993
|
Expiring within two and five years inclusive
|
22,000
|
20,259
|
32,119
|
27, 2 5 2
|
2024
|
2023
|
|||
| Fair | Contractual or | Fair | Contractual or | |
| value | notional amount | value | notional amount | |
| Group | £’000 | £’000 | £’000 | £’000 |
At the beginning of the year
|
(4)
|
(203)
|
(62)
|
(557)
|
Exchange differences
|
–
|
(2)
|
–
|
50
|
Gains during the year
|
4
|
205
|
58
|
304
|
At the end of the year – included within current liabilities
|
–
|
–
|
(4)
|
(203)
|
Carr's Group plc | Annual Report and Accounts 2024
192
NOTES TO THE FINANCIAL STATEMENTS CONTINUED
27 Derivatives and other financial instruments continued
2024
|
2023
|
|||
| Fair value | Fair value | |||
| through | Amortised | through | Amortised | |
| profit or loss | cost | profit or loss | cost | |
| Group | £’000 | £'000 | £’000 | £’000 |
| Assets | ||||
Non-current receivables
|
–
|
–
|
–
|
21
|
Contract assets
|
–
|
–
|
–
|
7,9 15
|
Current trade and other receivables
|
–
|
9,021
|
–
|
23,950
|
Cash and cash equivalents
|
–
|
13,714
|
–
|
23,123
|
–
|
22,735
|
–
|
55,009
|
|
| Liabilities | ||||
Current borrowings
|
–
|
2,764
|
–
|
13,714
|
Derivative financial instruments
|
–
|
–
|
4
|
–
|
Trade and other payables
|
–
|
9,978
|
–
|
16,470
|
Contract liabilities
|
–
|
–
|
–
|
5,194
|
Non-current borrowings
|
–
|
2,913
|
–
|
5,206
|
–
|
15,655
|
4
|
40,584
|
2024
|
2023
|
|||
| Fair value | Fair value | |||
| through | Amortised | through | Amortised | |
| profit or loss | cost | profit or loss | cost | |
| Company | £’000 | £'000 | £’000 | £’000 |
| Assets | ||||
Non-current receivables
|
–
|
32,389
|
–
|
32,797
|
Current trade and other receivables
|
–
|
5,286
|
–
|
9,211
|
Cash and cash equivalents
|
–
|
7,607
|
–
|
13,443
|
–
|
45,282
|
–
|
55,451
|
|
| Liabilities | ||||
Current borrowings
|
–
|
1,580
|
–
|
2,125
|
Trade and other payables
|
–
|
2,820
|
–
|
2,515
|
Non-current borrowings
|
–
|
2,913
|
–
|
4,697
|
–
|
7, 313
|
–
|
9,337
|
Carr's Group plc | Annual Report and Accounts 2024
Overview Strategic Report Corporate Governance Financial Statements
193
27 Derivatives and other financial instruments continued
| 2024 | 2023 | |
| % | % | |
Inflation (RPI)
|
3.10
|
3.30
|
Inflation (CPI)
|
2.70
|
2.80
|
Rate of discount
|
4.90
|
5.50
|
| Pension in payment increases: | ||
RPI or 5.0% per annum if less
|
2.90
|
3.00
|
RPI or 5.0% per annum if less, minimum 3.0% per annum
|
3.60
|
3.70
|
| At | At | |
| 31 August | 2 September | |
| 2024 | 2023 | |
Males currently age 45
|
23.3 years
|
23.3 years
|
Females currently age 45
|
25.8 years
|
25.7 years
|
Males currently age 65
|
22.0 years
|
21.9 years
|
Females currently age 65
|
24.3 years
|
24.3 years
|
Carr's Group plc | Annual Report and Accounts 2024
194
NOTES TO THE FINANCIAL STATEMENTS CONTINUED
28 Retirement benefits continued
| 2024 | 2023 | |
| £’000 | £’000 | |
Administrative expenses
|
477
|
166
|
Past service costs
|
2,900
|
–
|
Net interest on the net defined benefit asset
|
(280)
|
(312)
|
Total expense/(income)
|
3,097
|
(146)
|
| 2024 | 2023 | |
| £’000 | £’000 | |
| Within operating profit/(loss): | ||
Administrative expenses
|
477
|
166
|
Past service costs
|
2,900
|
–
|
| Within interest: | ||
Finance income
|
(280)
|
(312)
|
Total expense/(income)
|
3,097
|
(146)
|
| 2024 | 2023 | |
| £’000 | £’000 | |
| Actual gains and losses arising from changes in: | ||
Financial assumptions
|
(2,339)
|
5,440
|
Demographic assumptions
|
605
|
–
|
Experience adjustments
|
149
|
(760)
|
Return on assets, excluding interest income
|
1,173
|
(6,738)
|
Total remeasurement of the net defined benefit asset
|
(412)
|
(2,058)
|
| 2024 | 2023 | ||
| £’000 | £’000 | ||
Present value of funded defined benefit obligations
|
(46,421)
|
(42,505)
|
|
Fair value of scheme assets
|
48,228
|
47,
|
82 1
|
Surplus in funded scheme
|
1,807
|
5,316
|
Carr's Group plc | Annual Report and Accounts 2024
Overview Strategic Report Corporate Governance Financial Statements
195
28 Retirement benefits continued
| 2024 | 2023 | |
| £’000 | £’000 | |
Benefit obligation at the beginning of the year
|
42,505
|
48,578
|
Past service costs
|
2,900
|
–
|
Interest cost
|
2,254
|
2,120
|
Net measurement losses/(gains) – financial
|
2,339
|
(5,440)
|
Net measurement gains – demographic
|
(605)
|
–
|
Net measurement (gains)/losses – experience
|
(149)
|
760
|
Benefits paid
|
(2,823)
|
(3,513)
|
Benefit obligation at the end of the year
|
46,421
|
42,505
|
| 2024 | 2023 | |
| £’000 | £’000 | |
Vested deferred
|
11,408
|
10,088
|
Retirees
|
35,013
|
32,417
|
46,421
|
42,505
|
| 2024 | 2023 | ||
| £’000 | £’000 | ||
Fair value of scheme assets at the beginning of the year
|
47,821
|
55,406
|
|
Interest income on scheme assets
|
2,534
|
2,432
|
|
Employer contributions
|
–
|
400
|
|
Return on assets, excluding interest income
|
1,173
|
(6,738)
|
|
Benefits paid
|
(2,823)
|
(3,513)
|
|
Scheme administrative cost
|
(477)
|
(166)
|
|
Fair value of scheme assets at the end of the year
|
48,228
|
47,
|
82 1
|
| Fair value of assets | |||
| 2024 | 2023 | ||
| £’000 | £’000 | ||
Equity instruments
|
–
|
3,262
|
|
Debt instruments
|
47,797
|
39,944
|
|
Cash
|
431
|
3,315
|
|
Other
|
–
|
1,300
|
|
48,228
|
47,
|
82 1
|
|
Actual return on scheme assets
|
3,707
|
(4,306)
|
Carr's Group plc | Annual Report and Accounts 2024
196
NOTES TO THE FINANCIAL STATEMENTS CONTINUED
28 Retirement benefits continued
Asset
|
Valuation
|
Equity instruments
|
Fair value being the net asset value provided by the investment manager
|
Debt instruments
|
Fair value being the net asset value provided by the investment manager
|
Other
|
Fair value being the net asset value provided by the investment manager
|
| Present value of defined | ||
| benefit obligation | ||
| Change in assumption | £’000 | |
Discount rate
|
-50 basis points
|
48,821
|
+50 basis points
|
44,191
|
|
Price inflation rate
|
-25 basis points
|
45,430
|
+25 basis points
|
47,441
|
|
Post-retirement mortality assumption
|
-1 year age rating
|
48,129
|
+1 year age rating
|
44,620
|
| £’000 | |
Expected employer contributions
|
–
|
Expected contributions to reimbursement rights
|
–
|
| Expected total benefit payments by the scheme: | |
Year 1
|
2,904
|
Year 2
|
2,988
|
Year 3
|
3,074
|
Year 4
|
3,162
|
Year 5
|
3,253
|
Next 5 years
|
17,727
|
Carr's Group plc | Annual Report and Accounts 2024
Overview Strategic Report Corporate Governance Financial Statements
197
28 Retirement benefits continued
Carr's Group plc | Annual Report and Accounts 2024
198
NOTES TO THE FINANCIAL STATEMENTS CONTINUED
28 Retirement benefits continued
Carrs Billington Agriculture Pension Scheme continued
2024
|
2023
|
|||
| Group and Company | Shares
|
£’000
|
Shares
|
£’000
|
| Allotted and fully paid Ordinary Shares of 2.5p each: | ||||
At the beginning of the year
|
94,150,362
|
2,354
|
93,999,596
|
2,350
|
Allotment of shares
|
282,718
|
7
|
150,766
|
4
|
At the end of the year
|
94,433,080
|
2,361
|
94,150,362
|
2,354
|
Carr's Group plc | Annual Report and Accounts 2024
Overview Strategic Report Corporate Governance Financial Statements
199
30 Share-based payments
Group
The Group operates three active share-based payment schemes at 31 August 2024.
The Executive Directors participated in a deferred bonus share plan under which 25% of any bonus earned will be deferred into
awards over shares in the Company, with awards subject to a two-year post-vesting holding period.
Previously, under the Long Term Incentive Plan ("LTIP"), shares will be awarded to eligible individuals subject to an earnings per
share (“EPS”) target measured against average annual increases over a three-year period. For the awards granted in December
2021 an average annual growth of EPS must exceed 3.0% for 25% of the awards to vest and 100% vest at 10.0%, with a straight-line
calculation between 25% and 100% of the award.
LTIP awards granted to Executive Directors in May 2023 and January 2024 are subject to an adjusted earnings per share ("EPS")
target measured against average annual increase over a three-year performance period (75% weighting) and total shareholder
return ("TSR") over a three-year performance period (25% weighting). The average annual growth of adjusted EPS must exceed
5.0% for 25% of the weighted awards to vest and 100% vest at 14%. The compound annual growth in TSR must exceed 7% for
25% of the weighted awards to vest and 100% vest at 16%. LTIP awards granted in August 2023, January 2024 and March 2024 to
eligible senior management are subject to non-market related performance measures with awards being at the discretion of the
Remuneration Committee.
All employees, subject to eligibility criteria, may participate in the Share Save Scheme. Under this scheme, employees are offered
savings contracts for three-year vesting period plans. The exercise period is six months from the vesting date.
The fair value per option granted and the assumptions used in the calculation of fair values for Long Term Incentive Plans and
Share Save Schemes are as follows:
| Long Term | Long Term | |||||||||
| Incentive Plan | Incentive Plan | |||||||||
| (Executive Directors) | (Executive Directors) | Share Save | Share Save | Share Save | ||||||
| January 2024 | May 2023 | |||||||||
| Long Term | Scheme | Scheme | Scheme | |||||||
| EPS | TSR | EPS | TSR | Incentive Plan | (3-Year Plan | (3-Year Plan | (3-Year Plan | |||
| weighting | weighting | weighting | weighting | December 2021 | 2024) | 2023) | 2022) | |||
Grant date
|
22/01/24
|
04/05/23
|
10/12/21 |
08/02/24 |
03/07/23 |
06/06/22
|
||||
| Share price at grant | ||||||||||
| date (weighted | ||||||||||
average)
|
£1.14
|
£1.21
|
£1.51
|
£1.25
|
£1.47
|
£1.355
|
||||
| Exercise price | ||||||||||
(weighted average)
|
£0.00
|
£0.00
|
£0.00
|
£0.92
|
£1.17
|
£1.15
|
||||
| Fair value per option | ||||||||||
at grant
|
£0.82 |
£0.33 |
£0.87 |
£0.36
|
£1.37
|
£0.42
|
£0.51
|
£0.38
|
||
| Number of employees | ||||||||||
at grant
|
1
|
2
|
10
|
98
|
72
|
150
|
||||
| Shares under option | ||||||||||
at grant
|
267,834
|
620,920
|
529,766
|
567,344
|
292,723
|
492,231
|
||||
Vesting period (years)
|
3
|
3
|
3
|
3
|
3
|
3
|
||||
| Model used for | Market | Monte | Market | Monte | Market | Black- | Black- | Black- | ||
| valuation | value* | Carlo | value* | Carlo | value* | Scholes | Scholes | Scholes | ||
Expected volatility
|
– |
38.6%
|
–
|
34.3%
|
–
|
37.9%
|
39.7%
|
40.0%
|
||
Option life (years)
|
10
|
10
|
10
|
3.55
|
3.55
|
3.55
|
||||
Expected life (years)
|
6.5
|
6.5
|
6.5
|
3.3
|
3.3
|
3.3
|
||||
Risk-free rate
|
– |
3.9%
|
–
|
3.8%
|
–
|
4.1%
|
5.1%
|
1.78%
|
||
| Expected dividends | ||||||||||
|
expressed as a
dividend yield
|
3.1% |
4.6% |
3.1%
|
4.2%
|
3.6%
|
4.20%
|
3.50%
|
3.80%
|
||
Expectations of vesting |
0% |
95%
|
0%
|
95%
|
0%
|
95%
|
95%
|
95%
|
||
* Discounted for dividends forgone over the three-year vesting period.
The fair value of the deferred bonus plan offered to the Executive Directors is calculated with reference to the market value of the
shares under award discounted to reflect illiquidity during the post-vesting two-year period.
Carr's Group plc | Annual Report and Accounts 2024
200
NOTES TO THE FINANCIAL STATEMENTS CONTINUED
30 Share-based payments continued
The fair value of the LTIP granted to eligible senior management in August 2023, January 2024 and March 2024 are calculated with
reference to the market value of the shares under award.
The expected volatility has been calculated using historical daily data over a term commensurate with the expected life of each
option. The expected life is the midpoint of the exercise period. The risk-free rate of return is the implied yield of zero-coupon UK
Government bonds with a remaining term equal to the expected term of the award being valued.
Number of options (LTIP and Share Save)
| Long Term | Long Term | Long Term | Long Term | Share Save | Share Save | Share Save | Share Save | |
| Incentive Plan | Incentive Plan | Incentive Plan | Incentive Plan | Scheme | Scheme | Scheme | Scheme | |
| January/March | May/August | December | November | (3-Year Plan | (3-Year Plan | (3-Year Plan | (3-Year Plan | |
| 2024 | 2023 | 2021 | 2020 | 2024) | 2023) | 2022) | 2021) | |
| Number | Number | Number | Number | Number | Number | Number | Number | |
| ’000 | ’000 | ’000 | ’000 | ’000 | ’000 | ’000 | ’000 | |
| Outstanding: | ||||||||
| At 4 September | ||||||||
2022
|
–
|
–
|
502
|
449
|
–
|
–
|
483
|
917
|
Granted in the year
|
–
|
737
|
–
|
–
|
–
|
293
|
–
|
–
|
Forfeited in the year
|
–
|
(343)
|
(247)
|
(182)
|
–
|
–
|
(263)
|
(541)
|
| At 2 September | ||||||||
2023
|
–
|
394
|
255
|
267
|
–
|
293
|
220
|
376
|
Granted in the year
|
978
|
–
|
–
|
–
|
567
|
–
|
–
|
–
|
|
Exercised in the
year
|
–
|
–
|
–
|
–
|
–
|
–
|
–
|
(283)
|
Forfeited in the year
|
–
|
–
|
(44)
|
(267)
|
(60)
|
(151)
|
(73)
|
(93)
|
At 31 August 2024
|
978
|
394
|
211
|
–
|
507
|
142
|
147
|
–
|
| Exercisable: | ||||||||
| At 2 September | ||||||||
2023
|
–
|
–
|
–
|
–
|
–
|
–
|
–
|
–
|
At 31 August 2024
|
–
|
–
|
–
|
–
|
–
|
–
|
–
|
–
|
| Weighted average | ||||||||
| (years): | ||||||||
| Remaining | ||||||||
contractual life
|
9.33/9.5
|
8.7/8.9
|
7
|
6
|
2.97
|
2.38
|
1.3
|
0.07
|
| Remaining | ||||||||
expected life
|
5.83/6.0
|
5.2/5.4
|
3.50
|
2.50
|
2.72
|
2.13
|
1.05
|
–
|
The total charge/(credit) recognised for the year arising from share-based payments is as follows:
| 2024 | 2023 | |
| £’000 | £’000 | |
Deferred Bonus Share Plan 2023
|
5
|
–
|
Deferred Bonus Share Plan 2022
|
–
|
1
|
Long Term Incentive Plan January/March 2024
|
104
|
–
|
Long Term Incentive Plan May/August 2023
|
77
|
14
|
Long Term Incentive Plan December 2021
|
–
|
(120)
|
Long Term Incentive Plan November 2020
|
–
|
(79)
|
Share Save Scheme (3-Year Plan 2024)
|
47
|
–
|
Share Save Scheme (3-Year Plan 2023)
|
85
|
4
|
Share Save Scheme (3-Year Plan 2022)
|
26
|
32
|
Share Save Scheme (3-Year Plan 2021)
|
14
|
46
|
Share Save Scheme (3-Year Plan 2020)
|
–
|
10
|
358
|
(92)
|
Carr's Group plc | Annual Report and Accounts 2024
Overview Strategic Report Corporate Governance Financial Statements
201
30 Share-based payments continued
Company
The movement in the number of outstanding options under the share schemes for the Company is shown below.
Number of options (LTIP and Share Save)
| Long Term | Long Term | Long Term | Long Term | Share Save | Share Save | Share Save | Share Save | |
| Incentive Plan | Incentive Plan | Incentive Plan | Incentive Plan | Scheme | Scheme | Scheme | Scheme | |
| January/March | May/August | December | November | (3-Year Plan | (3-Year Plan | (3-Year Plan | (3-Year Plan | |
| 2024 | 2023 | 2021 | 2020 | 2024) | 2023) | 2022) | 2021) | |
| Number | Number | Number | Number | Number | Number | Number | Number | |
| ’000 | ’000 | ’000 | ’000 | ’000 | ’000 | ’000 | ’000 | |
| Outstanding: | ||||||||
| At 4 September | ||||||||
2022
|
–
|
–
|
298
|
316
|
–
|
–
|
31
|
140
|
Granted in the year
|
–
|
570
|
–
|
–
|
–
|
87
|
–
|
–
|
Forfeited in the year
|
–
|
(343)
|
(187)
|
(117)
|
–
|
–
|
(10)
|
(29)
|
| At 2 September | ||||||||
2023
|
–
|
227
|
111
|
199
|
–
|
87
|
21
|
111
|
Granted in the year
|
656
|
–
|
–
|
–
|
167
|
–
|
–
|
–
|
|
Exercised in the
year
|
–
|
–
|
–
|
–
|
–
|
–
|
–
|
(93)
|
Forfeited in the year
|
–
|
–
|
–
|
(199)
|
(34)
|
(48)
|
(7)
|
(18)
|
At 31 August 2024
|
656
|
227
|
111
|
–
|
133
|
39
|
14
|
–
|
| Exercisable: | ||||||||
| At 2 September | ||||||||
2023
|
–
|
–
|
–
|
–
|
–
|
–
|
–
|
–
|
At 31 August 2024
|
–
|
–
|
–
|
–
|
–
|
–
|
–
|
–
|
| Weighted average | ||||||||
| (years): | ||||||||
Remaining contractual life |
9.33/9.5 |
8.7/8.9
|
7
|
6
|
2.97
|
2.38
|
1.3
|
0.07
|
Remaining expected life |
5.83/6.0 |
5.2/5.4
|
3.50
|
2.50
|
2.72
|
2.13
|
1.05
|
–
|
The total charge/(credit) recognised for the year arising from share-based payments is as follows:
| 2024 | 2023 | |
| £’000 | £’000 | |
Deferred Bonus Share Plan 2023
|
5
|
–
|
Deferred Bonus Share Plan 2022
|
–
|
1
|
Long Term Incentive Plan January/March 2024
|
54
|
–
|
Long Term Incentive Plan May/August 2023
|
23
|
8
|
Long Term Incentive Plan December 2021
|
–
|
(68)
|
Long Term Incentive Plan November 2020
|
–
|
(53)
|
Share Save Scheme (3-Year Plan 2024)
|
12
|
–
|
Share Save Scheme (3-Year Plan 2023)
|
28
|
1
|
Share Save Scheme (3-Year Plan 2022)
|
4
|
3
|
Share Save Scheme (3-Year Plan 2021)
|
–
|
10
|
Share Save Scheme (3-Year Plan 2020)
|
–
|
2
|
126
|
(96)
|
Carr's Group plc | Annual Report and Accounts 2024
202
NOTES TO THE FINANCIAL STATEMENTS CONTINUED
30 Share-based payments continued
Share-based payments awarded to employees of subsidiary undertakings and recognised as an investment in subsidiary
undertakings in the Company are as follows:
| 2024 | 2023 | |
| £’000 | £’000 | |
Long Term Incentive Plan January/March 2024
|
51
|
–
|
Long Term Incentive Plan August 2023
|
61
|
6
|
Share Save Scheme (3-Year Plan 2024)
|
25
|
–
|
Share Save Scheme (3-Year Plan 2023)
|
18
|
3
|
Share Save Scheme (3-Year Plan 2022)
|
34
|
28
|
Share Save Scheme (3-Year Plan 2021)
|
–
|
80
|
Total carrying amount of investments
|
189
|
117 |
Carr's Group plc | Annual Report and Accounts 2024
Overview Strategic Report Corporate Governance Financial Statements
203
31 Cash generated from/(used in) continuing operations
Group
|
Company
|
|||
| 2023 | 2023 | |||
| 2024 |
(restated)
1
|
2024 |
(restated)
2
|
|
| £’000 | £’000 | £’000 | £’000 | |
(Loss)/profit for the year from continuing operations
|
(4,489)
|
(844)
|
(7,354)
|
28,972
|
| Adjustments for: | ||||
Tax
|
(1,974)
|
72
|
(1,931)
|
(504)
|
Tax credit in respect of R&D
|
(116)
|
(82)
|
–
|
–
|
Dividends received from subsidiaries
|
–
|
–
|
–
|
(3,958)
|
Dividends received from joint ventures
|
–
|
–
|
(845)
|
–
|
Depreciation of property, plant and equipment
|
1,264
|
1,515
|
32
|
30
|
Depreciation of right-of-use assets
|
327
|
387
|
71
|
127
|
Depreciation of investment property
|
67
|
67
|
–
|
–
|
Intangible asset amortisation
|
93
|
493
|
–
|
–
|
Goodwill and other intangible assets impairment and amounts written off
|
229
|
2,019
|
–
|
–
|
Property, plant and equipment impairment
|
1,906
|
–
|
–
|
–
|
Right-of-use assets impairment
|
63
|
–
|
–
|
–
|
Loss on fair value measurement less costs to sell
|
720
|
–
|
–
|
–
|
Loss/(profit) on disposal of property, plant and equipment
|
9
|
(88)
|
–
|
–
|
(Profit)/loss on disposal of right-of-use assets
|
(13)
|
3
|
(20)
|
–
|
Profit on disposal of investment property
|
(154)
|
–
|
–
|
–
|
Gain on disposal of subsidiary and associate
|
–
|
–
|
– |
(29,502)
|
Impairment of subsidiary
|
–
|
–
|
1,593
|
–
|
Net fair value charge/(credit) on share-based payments
|
164
|
(82)
|
126
|
(96)
|
Other non-cash adjustments
|
(347)
|
(835)
|
722
|
1,777
|
| Finance costs: | ||||
Interest income
|
(1,013)
|
(814)
|
(2,643)
|
(2,840)
|
Interest expense and borrowing costs
|
712
|
771
|
465
|
530
|
Share of results of joint ventures
|
(1,374)
|
(1,441)
|
–
|
–
|
IAS 19 income statement credit in respect of employer contributions
|
–
|
(400)
|
–
|
(400)
|
| IAS 19 income statement charge (excluding interest): | ||||
Past service cost (note 28)
|
2,900
|
–
|
2,900
|
–
|
Administrative expenses (note 28)
|
477
|
166
|
477
|
166
|
| Changes in working capital: | ||||
Decrease in inventories
|
2,982
|
772
|
–
|
–
|
Decrease/(increase) in receivables
|
84
|
527
|
404
|
(1,289)
|
Increase/(decrease) in payables
|
140
|
(4,358)
|
(10)
|
(745)
|
Cash generated from/(used in) continuing operations
|
2,657
|
(2,152)
|
(6,013)
|
( 7,732 )
|
1 See note 37 for an explanation of the prior year restatement. This has impacted the changes in receivables and payables in the prior year by an equal
but opposite amount.
2 Restated to reclassify costs of disposal of subsidiariy and associate of £864,000 from cash flows from investing activities to cash flows from operating activities.
Carr's Group plc | Annual Report and Accounts 2024
204
NOTES TO THE FINANCIAL STATEMENTS CONTINUED
| Other | Transferred to | |||||
| At 3 September | non-cash | Exchange | assets/liabilities of | At 31 August | ||
| 2023 | Cash flow | changes | movements | disposal group | 2024 | |
| £’000 | £’000 | £’000 | £’000 | £’000 | £’000 | |
Cash and cash equivalents
|
23,123
|
(4,403)
|
–
|
(204)
|
(4,802)
|
13,714
|
Bank overdrafts
|
(12,354)
|
1,768
|
–
|
–
|
7,916
|
(2,670)
|
10,769
|
(2,635)
|
–
|
(204)
|
3,114
|
11,044
|
|
| Loans and other borrowings: | ||||||
– Current
|
(1,360)
|
863
|
–
|
(7)
|
410
|
(94)
|
– Non-current
|
(5,206)
|
2,340
|
(32)
|
(15)
|
–
|
(2,913)
|
Net cash
|
4,203
|
568
|
(32)
|
(226)
|
3,524
|
8,037
|
| Leases: | ||||||
– Current
|
(1,264)
|
–
|
(160)
|
–
|
1,157
|
(267)
|
– Non-current
|
(5,559)
|
1,475
|
(3,333)
|
20
|
6,948
|
(449)
|
Leases
|
(6,823)
|
1,475
|
(3,493)
|
20
|
8,105
|
(716)
|
Net cash and leases
|
(2,620)
|
2,043
|
(3,525)
|
(206)
|
11,629
|
7,321
|
| Other | |||||
| At 4 September | non-cash | Exchange | At 2 September | ||
| 2022 | Cash flow | changes | movements | 2023 | |
| Group | £'000 | £'000 | £'000 | £'000 | £'000 |
Cash and cash equivalents
|
22,515
|
662
|
–
|
(54)
|
23,123
|
Bank overdrafts
|
(9,734)
|
(2,620)
|
–
|
–
|
(12,354)
|
12,781
|
(1,958)
|
–
|
(54)
|
10,769
|
|
| Loans and other borrowings: | |||||
– Current
|
(3,000)
|
1,698
|
(48)
|
(10)
|
(1,360)
|
– Non-current
|
(23,805)
|
18,732
|
(8)
|
(125)
|
(5,206)
|
Net (debt)/cash
|
(14,024)
|
18,472
|
(56)
|
(189)
|
4,203
|
| Leases: | |||||
– Current
|
(1,416)
|
–
|
152
|
–
|
(1,264)
|
– Non-current
|
(6,128)
|
1,545
|
(1,006)
|
30
|
(5,559)
|
Leases
|
(7,5 4 4)
|
1,545
|
(854)
|
30
|
(6,823)
|
Net (debt)/cash and leases
|
(21,568)
|
20,017
|
(910)
|
(159)
|
(2,620)
|
| Other | |||||
| At 3 September | non-cash | Exchange | At 31 August | ||
| 2023 | Cash flow | changes | movements | 2024 | |
| Company | £’000 | £’000 | £’000 | £’000 | £’000 |
Cash and cash equivalents
|
13,443
|
(5,813)
|
–
|
(23)
|
7,607
|
| Loans and other borrowings: | |||||
– Current
|
(2,125)
|
518
|
–
|
27
|
(1,580)
|
– Non-current
|
(4,697)
|
1,816
|
(32)
|
–
|
(2,913)
|
Net cash
|
6,621
|
(3,479)
|
(32)
|
4
|
3,114
|
| Leases: | |||||
– Current
|
(126)
|
–
|
77
|
–
|
(49)
|
– Non-current
|
(167)
|
61
|
(12)
|
–
|
(118)
|
Leases
|
(293)
|
61
|
65
|
–
|
(167)
|
Net cash and leases
|
6,328
|
(3,418)
|
33
|
4
|
2,947
|
Carr's Group plc | Annual Report and Accounts 2024
Overview Strategic Report Corporate Governance Financial Statements
205
32 Analysis of net cash and leases continued
| Other | |||||
| At 4 September | non-cash | Exchange | At 2 September | ||
| 2022 | Cash flow | changes | movements | 2023 | |
| Company | £'000 | £'000 | £'000 | £'000 | £'000 |
Cash and cash equivalents
|
12,726
|
783
|
–
|
(66)
|
13,443
|
| Loans and other borrowings: | |||||
– Current
|
(1,413)
|
(700)
|
(48)
|
36
|
(2,125)
|
– Non-current
|
(22,757)
|
18,200
|
(8)
|
(132)
|
(4,697)
|
Net (debt)/cash
|
(11,444)
|
18,283
|
(56)
|
(162)
|
6,621
|
| Leases: | |||||
– Current
|
(113)
|
–
|
(13)
|
–
|
(126)
|
– Non-current
|
(231)
|
123
|
(59)
|
–
|
(167)
|
Leases
|
(344)
|
123
|
(72)
|
–
|
(293)
|
Net (debt)/cash and leases
|
(11,788)
|
18,406
|
(128)
|
(162)
|
6,328
|
Group
|
Company
|
|||
| 2024 | 2023 | 2024 | 2023 | |
| £’000 | £’000 | £’000 | £’000 | |
| Cash flows from cash and cash equivalents less bank overdrafts | ||||
in tables above
|
(2,635)
|
(1,958)
|
(5,813)
|
783
|
New financing and drawdowns on RCF
|
–
|
(5,574)
|
–
|
(4,741)
|
Repayment of RCF drawdowns
|
1,816
|
21,741
|
1,816
|
21,741
|
Lease principal repayments
|
322
|
367
|
61
|
123
|
Repayment of borrowings
|
863
|
2,400
|
–
|
2,400
|
Receipt of loans from subsidiaries
|
–
|
–
|
–
|
(2,500)
|
Repayment of loans from subsidiaries
|
–
|
–
|
518
|
600
|
Cash from financing activities in discontinued operations
|
1,677
|
12,640
|
–
|
–
|
| Cash from financing activities in discontinued operations (previously | ||||
recognised in FY23 Report and Accounts)
|
–
|
(9,599)
|
–
|
–
|
Cash flows from net cash and leases per tables above
|
2,043
|
20,017
|
(3,418)
|
18,406 |
| 2024 | 2023 | |
| Group | £’000 | £’000 |
| Capital expenditure that has been contracted for but has not been provided for in the accounts: | ||
Property, plant and equipment
|
–
|
1,636
|
Right-of-use assets
|
701
|
–
|
701
|
1,636
|
Carr's Group plc | Annual Report and Accounts 2024
206
NOTES TO THE FINANCIAL STATEMENTS CONTINUED
| Company | ||
| 2023 | ||
| 2024 |
(restated)
1
|
|
| £’000 | £’000 | |
| Balances reported in the Balance Sheet | ||
| Amounts owed by subsidiary undertakings: | ||
Non-current loans receivable
|
32,389
|
32,797
|
Other receivables
|
4,303
|
3,959
|
36,692
|
36,756
|
|
| Amounts owed to subsidiary undertakings: | ||
Current loans payable
|
(1,580)
|
(2,125)
|
Other payables
|
(914)
|
(809)
|
(2,494)
|
(2,934)
|
|
| Transactions reported in the Income Statement | ||
Management charges receivable
|
2,794
|
2,708
|
Dividends receivable
|
–
|
3,957
|
Interest receivable
|
1,682
|
2,067
|
Carr's Group plc | Annual Report and Accounts 2024
Overview Strategic Report Corporate Governance Financial Statements
207
35 Related parties continued
Group
|
Company
|
|||
| 2024 | 2023 | 2024 | 2023 | |
| £’000 | £’000 | £’000 | £’000 | |
| Transactions reported in the Income Statement (continuing operations) | ||||
Revenue
|
–
|
37
|
–
|
–
|
Rental income
|
–
|
3
|
–
|
–
|
Management charges receivable
|
–
|
18
|
–
|
18
|
Group
|
Company
|
|||
| 2024 | 2023 | 2024 | 2023 | |
| £’000 | £’000 | £’000 | £’000 | |
| Balances reported in the Balance Sheet | ||||
| Amounts owed by joint ventures: | ||||
Trade and other receivables
|
204
|
15
|
–
|
2
|
204
|
15
|
–
|
2
|
|
| Amounts owed to joint ventures: | ||||
Trade and other payables
|
(20)
|
(44)
|
–
|
–
|
(20)
|
(44)
|
–
|
–
|
|
| Transactions reported in the Income Statement (continuing operations) | ||||
Revenue
|
929
|
337
|
–
|
–
|
Management charges receivable
|
60
|
67
|
–
|
–
|
Dividends receivable
|
–
|
–
|
845
|
–
|
Purchases
|
(400)
|
(465)
|
–
|
–
|
36 Post balance sheet events
Since the year end, prior to signing these financial statements, the Group sold the trade and certain assets of its subsidiary
company Afgritech LLC for net cash proceeds of £0.8m. The trading results of Afgritech LLC have been included in discontinued
operations in the income statement during the year and in the restated comparatives. At the year end the assets subsequently sold
have been classified as held for sale on the balance sheet.
Also since the year end, prior to signing these financial statements, the sale of one of the investment properties classified as held
for sale at the year end completed for consideration of £1.3m.
Further details of discontinued operations and assets held for sale at the year end can be found in note 9.
Carr's Group plc | Annual Report and Accounts 2024
208
NOTES TO THE FINANCIAL STATEMENTS CONTINUED
| Restatement | ||||
| 2 September | in respect of | Restatement | ||
| 2023 (previously | previously netted | in respect of | 2 September 2023 | |
| reported) | amounts | packaging | (restated) | |
| £’000 | £’000 | £’000 | £’000 | |
| Income Statement | ||||
Revenue
|
80,903
|
599
|
313
|
81,815
|
Cost of sales
|
(66,629)
|
(599)
|
(313)
|
(67, 5 41 )
|
| 2 September | Restatement | ||
| 2023 (previously | in respect of | 2 September 2023 | |
| reported) | packaging | (restated) | |
| £’000 | £’000 | £’000 | |
| Balance Sheet | |||
Trade and other receivables
|
24,592
|
2,302
|
26,894
|
Current assets
|
86,138
|
2,302
|
88,440
|
Total assets
|
160,021
|
2,302
|
162,323
|
Trade and other payables
|
(16,556)
|
(2,302)
|
(18,858)
|
Current liabilities
|
(36,863)
|
(2,302)
|
(39,165)
|
Total liabilities
|
(52,146)
|
(2,302)
|
(54,448)
|
| 3 September | Restatement | ||
| 2022 (previously | in respect of | 3 September 2022 | |
| reported) | packaging | (restated) | |
| £’000 | £’000 | £’000 | |
| Balance Sheet | |||
Trade and other receivables
|
19,015
|
2,541
|
21,556
|
Current assets
|
224,339
|
2,541
|
226,880
|
Total assets
|
307,561
|
2,541
|
310,102
|
Trade and other payables
|
(21,000)
|
(2,541)
|
(23,541)
|
Current liabilities
|
(139,915)
|
(2,541)
|
(142,456)
|
Total liabilities
|
(175,232)
|
(2,541)
|
(177,773) |
Carr's Group plc | Annual Report and Accounts 2024
Overview Strategic Report Corporate Governance Financial Statements
209
FIVE-YEAR STATEMENT
Continuing operations
Revenue and results
(Restated)
1,2,3
2020
£’000
(Restated)
1,3
2021
£’000
(Restated)
1
2022
£’000
(Restated)
1,4
2023
£’000
2024
£’000
Revenue 61,895 68,461 75,728 81,815 75,701
Operating profit/(loss) 4,957 5,670 5,411 (871) (6,795)
Analysed as:
Adjusted operating profit 5,142 7,478 6,467 2,845 2,168
Adjusting items (185) (1,808) (1,056) (3,716) (8,963)
Operating profit/(loss) 4,957 5,670 5,411 (871) (6,795)
Finance income 283 249 334 814 1,013
Finance costs (742) (518) (613) (715) (681)
Profit/(loss) before taxation 4,498 5,401 5,132 (772) (6,463)
Analysed as:
Adjusted profit before taxation 4,683 7, 2 0 9 6,188 2,944 2,500
Adjusting items (185) (1,808) (1,056) (3,716) (8,963)
Profit/(loss) before taxation 4,498 5,401 5,132 (772) (6,463)
Taxation (638) (1,244) (431) (72) 1,974
Profit/(loss) for the year from continuing operations 3,860 4,157 4,701 (844) (4,489)
Discontinued operations
Profit/(loss) for the year from discontinued operations 5,145 5,440 (4,993) 83 (1,231)
Profit/(loss) for the year 9,005 9,597 (292) (761) (5,720)
Earnings/(loss) per share – basic (continuing operations) 4.2p 4.5p 5.0p (1.0)p (4.8)p
Earnings per share – adjusted (continuing operations) 4.1p 6.2p 5.9p 2.5p 2.6p
Dividends per ordinary share 4.75p 5.0p 5.2p 5.2p 5.2p
1. Revenue and results included in the table above have been restated to reflect the separate disclosure of continuing operations and discontinued
operations following the classification of the Engineering Division and Afgritech LLC as discontinued operations.
2. Restated for the change in accounting policy for configuration and customisation costs incurred in implementing Software-as-a-Service ("SaaS").
3. Restated in relation to the recognition of revenue from customer contracts within the Engineering Division.
4. See note 37 for an explanation of the prior year restatements. In the information shown in the table above this only impacts revenue and has no impact
to profit.
Carr's Group plc | Annual Report and Accounts 2024
210
Net assets employed
(Restated)
1,2
2020
£’000
(Restated)
2
2021
£’000
(Restated)
3
2022
£’000
(Restated)
3
2023
£’000
2024
£’000
Non-current assets
Goodwill 32,041 31,560 23,609 19,161 2,068
Other intangible assets 6,365 5,151 4,635 3,318 32
Property, plant and equipment 38,259 36,198 33,204 29,950 9,900
Right-of-use assets 14,856 16,777 8,223 7,323 656
Investment property 158 152 74 2,640 316
Investments 24,666 23,822 6,097 6,128 6,314
Contract assets – 312 316 – –
Financial assets
– Non-current receivables 20 20 23 21 –
Retirement benefit asset 8,037 9,371 6,828 5,316 1,807
Deferred tax assets – 182 213 26 208
124,402 123,545 83,222 73,883 21,301
Current assets
Inventories 42,197 43,226 26,990 26,613 12,062
Contract assets 7,416 7, 202 7, 5 6 4 7,91 5 –
Trade and other receivables 51,686 61,735 21,556 26,894 10,352
Current tax assets 2,068 2,669 3,866 3,895 712
Financial assets
– Derivative financial instruments 3 – – – –
– Cash and cash equivalents 17,5 7 1 24,309 22,515 23,123 13,714
Assets included in disposal groups and other assets
classified as held for sale – – 144,389 – 85,663
120,941 139,141 226,880 88,440 122,503
Total assets 245,343 262,686 310,102 162,323 143,804
Current liabilities
Financial liabilities
– Borrowings (11,420) (11,113) (12,734) (13,714) (2,764)
– Leases (2,778) (2,967) (1,416) (1,264) (267)
– Derivative financial instruments – – (62) (4) –
Contract liabilities (3,297) (3,312) (2,426) (5,194) –
Trade and other payables (55,522) (69,526) (23,541) (18,858) (10,707)
Current tax liabilities (33) (42) (711) (131) –
Liabilities included in disposal groups classified as held for
sale – – (101,566) – (31,748)
(73,050) (86,960) (142,456) (39,165) (45,486)
Non-current liabilities
Financial liabilities
– Borrowings (25,021) (23,159) (23,805) (5,206) (2,913)
– Leases (11,171) (12,458) (6,128) (5,559) (448)
Deferred tax liabilities (4,377) (5,503) (5,048) (4,447) (23)
Other non-current liabilities (1,385) (55) (336) (71) –
(41,954) (41,175) (35,317) (15,283) (3,384)
Total liabilities (115,004) (128,135) (177,773) (54,448) (48,870)
Net assets 130,339 134,551 132,329 107,875 94,934
1. Restated for the change in accounting policy for configuration and customisation costs incurred in implementing Software-as-a-Service ("SaaS").
2. Restated in relation to the recognition of revenue from customer contracts within the Engineering Division.
3. See note 37 for an explanation of the prior year restatements. In the information shown in the table above this impacts trade and other receivables and
trade and other payables and has no impact to net assets.
FIVE-YEAR STATEMENT CONTINUED
Carr's Group plc | Annual Report and Accounts 2024
Overview Strategic Report Corporate Governance Financial Statements
211
ALTERNATIVE PERFORMANCE MEASURES GLOSSARY
The Annual Report and Accounts includes alternative performance measures (“APMs”), which are not defined or specified under
the requirements of IFRS. These APMs are consistent with how business performance is measured internally and are also used in
assessing performance under the Group’s incentive plans. Therefore the Directors believe that these APMs provide stakeholders
with additional useful information on the Group’s performance.
Alternative performance measure Definition and comments
EBITDA Earnings before interest, tax, depreciation, amortisation, profit/(loss) on the disposal of non-
current assets and before share of post-tax results of the associate and joint ventures. EBITDA
allows the user to assess the profitability of the Group's core operations before the impact of
capital structure, debt financing and non-cash items such as depreciation and amortisation.
Adjusted EBITDA Earnings before interest, tax, depreciation, amortisation, profit/(loss) on the disposal of non-
current assets, before share of post-tax results of the associate and joint ventures and excluding
items regarded by the Directors as adjusting items. This measure is reconciled to statutory
operating profit and statutory profit before taxation in note 2. EBITDA allows the user to assess the
profitability of the Group's core operations before the impact of capital structure, debt financing
and non-cash items such as depreciation and amortisation.
Adjusted operating profit Operating profit after adding back items regarded by the Directors as adjusting items. This
measure is reconciled to statutory operating profit in the income statement and note 2. Adjusted
results are presented because if included, these adjusting items could distort the understanding
of the Group's performance for the year and the comparability between the years presented.
Adjusted profit before
taxation
Profit before taxation after adding back items regarded by the Directors as adjusting items. This
measure is reconciled to statutory profit before taxation in the income statement and note 2.
Adjusted results are presented because if included, these adjusting items could distort the
understanding of the Group's performance for the year and the comparability between the
yearspresented.
Adjusted profit for the year Profit after taxation after adding back items regarded by the Directors as adjusting items. This
measure is reconciled to statutory profit after taxation in the income statement. Adjusted results
are presented because if included, these adjusting items could distort the understanding of the
Group's performance for the year and the comparability between the years presented.
Adjusted earnings per share Profit attributable to the equity holders of the Company after adding back items regarded by the
Directors as adjusting items after tax divided by the weighted average number of Ordinary Shares
in issue during the year. This is reconciled to basic earnings per share in note 11.
Adjusted diluted earnings
per share
Profit attributable to the equity holders of the Company after adding back items regarded by the
Directors as adjusting items after tax divided by the weighted average number of Ordinary Shares
in issue during the year adjusted for the effects of any potentially dilutive options. Diluted earnings
per share is shown in note 11.
Net cash/(debt) The net position of the Group's and Company’s cash at bank and borrowings as per the balance
sheet. Details of the movement in net cash/(debt) is shown in note 32.
Operating cash flow Cash generated from operating activities. This measure is shown on the face of the consolidated
statement of cash flows and is shown below. Operating cash flow demonstrates how much
cash is available for the Group to utilise for capital investment, paying dividends, or financing/
repayingborrowings.
Gross margin Reported gross profit as a percentage of reported revenue. Gross margin is a reflection of how
successfully the Group manages raw material price volatility and production costs as well as its
selling prices in competitive markets. A calculation of gross margin is shown below.
Adjusted Group
operating margin
Operating profit after adding back items regarded by the Directors as adjusting items as a
percentage of revenue. Adjusted Group operating margin excluding adjusting items is presented
because if included, these items could distort the understanding of the Group’s performance for
the year and the comparability between the years presented. The calculation of adjusted Group
operating margin to the statutory equivalent is shown below.
Return on net assets Profit before tax after adding back items regarded by the Directors as adjusting items as a
percentage of net assets. This financial performance metric allows users to understand how
effectively and efficiently the Group is using its assets to generate earnings. The calculation of
return on net assets is shown below.
Ratio of net (cash)/debt
to adjusted EBITDA
The ratio of net (cash)/debt to adjusted EBITDA is a measurement of leverage and reflects the
Group’s ability to service its debt. The calculation of net (cash)/debt to adjusted EBITDA is
shown below.
Carr's Group plc | Annual Report and Accounts 2024
212
The following tables show reconciliations and calculations that are not presented elsewhere in this Annual Report and Accounts.
Operating cash flow
Continuing operations
2024
£’000
2023
(restated)
£’000 Change
Cash generated from operating activities per the consolidated statement of cash flows 4,249 (2,872) +247.9%
Gross margin
Continuing operations
2024
£’000
2023
(restated)
£’000 Change
Reported revenue 75,701 81,815 -7.5%
Reported gross profit 14,267 14,274
Gross profit as a percentage of revenue 18.8% 17.4%
Adjusted Group operating margin
Continuing operations
2024
£’000
2023
(restated)
£’000 Change
Reported operating loss (6,795) (871) -680.1%
Adjusting items (note 5) 8,963 3,716
Adjusted operating profit 2,168 2,845 -23.8%
Reported revenue 75,701 81,815
Adjusted operating profit as a percentage of reported revenue 2.9% 3.5%
Return on net assets
2024
£’000
2023
1
£’000
Reported (loss)/profit before taxation (2024: continuing operations only) (6,463) 1,507
Adjusting items (2024: continuing operations only) (note 5) 8,963 5,999
Adjusted profit before taxation (2024: continuing operations only) 2,500 7,506
Net assets per the consolidated balance sheet 94,934 107,875
Net assets of disposal groups and other assets classified as held for sale (note 9) (53,915) –
Adjusted net assets (2024: continuing operations only) 41,019 107,875
Adjusted profit before taxation as a percentage of adjusted net assets 6.1% 7.0 %
Ratio of net (cash)/debt to adjusted EBITDA
2024
£’000
2023
1
£’000
Adjusted EBITDA (2024: continuing operations only) (note 2) 2,452 10,945
Net cash (2024: continuing operations only) (note 32) 8,037 4,203
Ratio of net (cash)/debt to adjusted EBITDA (3.28) (0.38)
1. Figures for continuing operations as reported in the 2023 Annual Report and Accounts.
ALTERNATIVE PERFORMANCE MEASURES GLOSSARY CONTINUED
Carr's Group plc | Annual Report and Accounts 2024
Overview Strategic Report Corporate Governance Financial Statements
213
DIRECTORY OF OPERATIONS
Carr’s Group plc
Warwick Mill Business
Centre, Warwick Bridge,
Carlisle, Cumbria
CA4 8RR
Tel: 01228 554600
Web: www.carrsgroup.com
AGRICULTURE
ACC Feed Supplement
LLC*
5101 Harbor Drive,
Sioux City, Iowa 51111 USA
Tel: 001 712 255 6927
AminoMax
Lansil Way, Lancaster
LA1 3QY
Tel: 01524 597 200
Animal Feed Supplement,
Inc
East Highway 212,
PO Box 188, Belle Fourche,
South Dakota 57717 USA
Tel: 001 605 892 3421
Animal Feed Supplement,
Inc
PO Box 105, 101 Roanoke
Avenue, Poteau, Oklahoma
74953 USA
Tel: 001 918 647 8133
Animax Limited
Shepherds Grove West,
Stanton,
Bury St Edmunds, Suffolk
IP31 2AR
Tel: 01359 252 181
Caltech
Solway Mills, Silloth,
Wigton, Cumbria
CA7 4AJ
Tel: 016973 32592
Carr’s Supplements (NZ)
Limited
c/o KPMG,
151 Burnett Street,
Ashburton 7700,
New Zealand
Carr’s Supplements (ROI)
Limited
Unit 1, Old Creamery
Enterprise Centre, Creamery
Road, Piltown, County
Kilkenny,
E32 FK57, Ireland
Crystalyx Products GmbH*
Am Stau 199-203, 26122,
Oldenburg, Germany
Tel: 00 49 441 2188 9218
Gold-Bar Feed
Supplements LLC*
783 Eagle Boulevard,
Shelbyville TN 37160, USA
Tel: 001 877 618 6455
Scotmin
13 Whitfield Drive,
Heathfield Industrial Estate,
Ayr KA8 9RX
Tel: 01292 280 909
Silloth Storage Company*
Station Road, Silloth,
Wigton, Cumbria
CA7 4JQ
ENGINEERING
Bendalls Engineering
Brunthill Road, Kingstown
Industrial Estate, Carlisle
CA3 0EH
Tel: 01228 815 350
CARRSMSM Wälischmiller
Unit 1, Oak Tree Business
Centre,
Spitfire Way, Hunts Rise,
South Marston Park,
Swindon, Wiltshire
SN3 4TX
Tel: 01793 824 891
Chirton Engineering
Unit 4A, Tyne Tunnel Trading
Estate, High Flatworth,
North Shields, Tyne and Wear
NE29 7SW
Tel: 0191 296 2020
NuVision Engineering, Inc.
2403 Sidney Street,
Suite 700,
Pittsburgh,
Pennsylvania 15203, USA
Tel: 001 888 748 8232
NuVision Engineering, Inc.
184 B Rolling Hill Road,
Mooresville,
North Carolina 28117, USA
Tel: 001 704 799 2707
NW Total Engineered
Solutions Limited
Unit 2 Andrews Way, Barrow
in Furness, Cumbria
LA14 2UE
Tel: 01229 811000
Wälischmiller
Engineering GmbH
Schießstattweg 16, 88677
Markdorf, Germany
Tel: 0049 7544 95140
* Joint venture company
Carr's Group plc | Annual Report and Accounts 2024
214
DORMANT SUBSIDIARIES AT 31 AUGUST 2024
Company Name Registered and Located Ownership
Carr’s Group Corporate Trustee Ltd England and Wales
1
100%
Chirton Engineering Ltd England and Wales
1
100%
Conegar S.A. Uruguay
2
100%
Animax NZ Ltd New Zealand
3
100%
1. Registered Office address: Warwick Mill Business Centre, Warwick Bridge, Carlisle, Cumbria CA4 8RR.
2. Registered Office address: Juncal 1305, Piso 18, Montevideo, Uruguay.
3. Registered Office address: RSM New Zealand (Auckland), Level 2, 62 Highbrook Drive, East Tamaki, Auckland 2013, New Zealand.
Carr's Group plc | Annual Report and Accounts 2024
Overview Strategic Report Corporate Governance Financial Statements
215
REGISTERED OFFICE AND ADVISERS
Registered Office
Carr’s Group plc
Warwick Mill Business Centre,
Warwick Bridge,
Carlisle
CA4 8RR
Registered No. 98221
Chartered Accountants and Statutory Auditors
Grant Thornton UK LLP
Landmark,
St Peter’s Square,
1 Oxford Street,
Manchester
M1 4PB
Bankers
Clydesdale Bank (Trading as Virgin Money)
82 English Street,
Carlisle
CA3 8HP
Financial Advisers and Joint Brokers
Investec Bank plc
30 Gresham Street,
London
EC2V 7QP
Joint Broker
Cavendish Capital Markets Limited
1 Bartholomew Close
London
EC1A 7BL
Financial and Corporate PR Advisers
FTI Consulting
200 Aldersgate,
Aldersgate Street,
London
EC1A 4HD
Solicitors
Ashurst LLP
London Fruit & Wool Exchange,
1 Duval Square,
London
E1 6PW
Registrar
Link Group
10th Floor,
Central Square,
29 Wellington Street,
Leeds
LS1 4DL
Carr's Group plc | Annual Report and Accounts 2024
216
NOTES
Printed by a Carbon Neutral Operation (certified: CarbonQuota) under the
PAS2060 standard.
Printed on material from well-managed, FSC™ certified forests and other
controlled sources. This publication was printed by an FSC™ certified
printer that holds an ISO 14001 certification.
100% of the inks used are HP Indigo ElectroInk which complies with RoHS
legislation and meets the chemical requirements of the Nordic Ecolabel
(Nordic Swan) for printing companies, 95% of press chemicals are recycled
for further use and, on average 99% of any waste associated with this
production will be recycled and the remaining 1% used to generate energy.
The paper is Carbon Balanced with World Land Trust, an international
conservation charity, who offset carbon emissions through the purchase
and preservation of high conservation value land. Through protecting
standing forests, under threat of clearance, carbon is locked-in, that would
otherwise be released.
Carr's Group plc
Warwick Mill Business Centre
Warwick Bridge
Carlisle CA4 8RR
United Kingdom
Carr’s Group plc Annual Report and Accounts 2024